Beast Wars: Transformers The Novelization
by RakoRed6978
Summary: An amateur "novelization" of the Beast Wars series. Follow the adventures of the Maximals and Predacons in these exciting stories, along with some new adventures.
1. Beast Wars, Part One

_Author's note: I do not own, Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**Beast Wars, Part 1**

Milky Way Galaxy, Third Planet Circa 70,000 B.C.

Sunlight started to cast on the third planet of the Sol System. Calm and peaceful, it sat in space, undisturbed. The two moons orbited away from the sun allowing the rays to shine on the planet. Somewhere over the peaceful planet, the fabric of space began to warp. The intensity began to flux faster and faster until there was a brilliant flash. A dagger-shaped starship erupted from the warp. All of its dorsal cannons were firing back towards the warp. The fluxation of the warp suddenly became more and more intense until another wedge-shaped starship emerged from it, also firing all of its dorsal cannons at the fleeing starship. The first ship, known as the _Dark Syde_, banked and headed towards the blue planet below. A large mega cannon emerged from a hatch on the ventral side of the ship and fired a single shot.

The plasma bolt caught the chasing ship, known as the _Axalon_, on its starboard side. The blast cut through the shields and blew a large hole in the hull.

"Augh! Hull breach in Sector Seven!" shouted Starchaser, "Guidance systems failing!"

The interior of the ship began to flash red as the alarms started blaring and the cabin lights failed. The four robots within struggled to keep their heading straight.

"Oh man! Dis is fraggin' ridiculous!" complained Gasket, "We're an exploration ship, not a battle cruiser!"

"No choice!" commented Optimus Primal, "Our ship was the only one that could lock onto Megatron's warp signature!"

Starchaser's screen lit up with a flashing profile of the _Axalon._

"Shields are doing a major fade!"

Optimus' screen flashed a warning. Growling to himself he turned to Charger.

"Plasma cannons to full power!"

The _Dark Syde's_ cabin was plagued with the same problems as the _Axalon. _ The ship's navigator, Dynobot, turned the captain.

"Their shields are down!" he roared, "Destroy them!"

The captain, Megatron, snickered at the idea. Switching off the main plasma cannon, he flipped a second switch to activate another set of cannons.

"Now where's the fun in that?" he said coyly, "A little torment I think first…Yes…Side guns!"

The _Dark Syde's _port panels opened to reveal the smaller cannons. The cannons fired, tearing holes in the side of the _Axalon_. Pressure began to decrease in the aft sections of the ship. Optimus Primal screamed as the ship rocked.

"Stasis hold is failing!" Starchaser yelled as he began to start the emergency sequence.

"We're goin' down," said Charger with a very solemn tone.

"Launch all pods!" ordered Optimus, "Get them into safe orbit!"

As the _Axalon_ fell, it began to eject all of its stasis pods from the aft section of the ship. The pods began to take orbit safely around the planet as the _Axalon _continued to fall. In its descent the ship began to spin.

"All plasma cannons! Fire!" shouted Optimus.

The plasma cannons on top of the _Axalon_ revealed themselves and began firing straight ahead. The spin of the ship brought it into direct line with the _Dark Syde's_ cockpit and main drive line. The plasma ripped through the hull and knocked the engines off-line. Megatron roared in anger and defiance as the starboard wing of the _Dark Syde_ was blown off. With its drive systems failing and one of its wings destroyed, the _Dark Syde_ began to fall into orbit alongside the _Axalon_. Both ships entered the atmosphere turning into two spectacular fireballs. The _Axalon _continued its descent towards the eastern half of the closest continent. The _Dark Syde _fell towards the western half burning all along the way.

The _Axalon _crashed into the mountainous regions near the flat plains of the continent, coming to rest over a large canyon with a river at the bottom. Still burning white-hot from its entry into the planet's atmosphere and from several holes in the hull, the ship creaked as it finally came to rest. Optimus sat up from his control console and turned to Starchaser.

"Damage report," he requested.

"Believe me; you don't want to know,"

Optimus sighed to himself. "That's what I thought."

The _Dark Syde _had crashed into a volcanic region far from the plains. Its nose stuck in the ground sitting partially in the lava. The aft of the ship was sticking up into the air supported by boulders. Its port wing was bent almost perpendicular to the ship. Smoke was rising from the engines and several holes in the hull. Megatron ignored the damage to the ship and spoke directly to the computer.

"Navigation, is this the right planet?"

"_Unknown. Course settings were accurate, but readings are inconsistent for those expected for intended destination_," answered the computer.

"Never mind that. Tell me there is Energon here,"

"_Confirmed_,"

"Yes! The planet has Energon!"

"_Too much Energon. Field readings are off the scale. Continued exposure to robotic forms will result in permanent damage."_

"Damn!" growled Megatron, slamming his fist on his armrest. He thought for a moment. "Then we will create alternate forms based on the most powerful local creatures."

As if hearing Megatron like he was speaking directly to him, Terrain Chopper began to start up his computer, cackling to himself as he did. "Scanners activated!"

A scanning probe ejected from the top of the _Dark Syde_ and extended a purple pulse. The flashing pulse swept for a few kilometers beyond the crevice that the ship was wedged in. A mountain that the beam passed over flashed as three different dinosaur skeletons buried deep inside were highlighted when the beam passed through them. Terrain Chopper observed the computer screen as the portrait of a long extinct tyrannosaurus rex skeleton appeared. The screen began to reconstruct the physical appearance of the dinosaur as the scanner probe continued to scan the area. A large wasp and a tarantula were scanned as predator and prey began their struggle. Off somewhere farther from the struggle, a black scorpion began to crawl towards its own meal, not even noticing the purple beam.

The _Axalon _extended a scanning probe and started a large yellow pulse scan over the plains. A few kilometers from the base, a young rhinoceros was scanned as it grazed. Turning away it started towards a greener field. A gorilla hanging in a tree paused as the beam passed over it and a large rat sitting on the branch near it. The _Axalon's _main computer screen flashed images of the animals as its beam continued to scan. A pair of cheetahs in the fields didn't even notice the beam passing over them. They just stretched and continued to doze. The beam retracted itself into the ship as the probe finished its scan.

"Scanning and replication of local life forms complete," said Charger, "You may emerge."

A cheetah inside the _Axalon _growled as it stretched its new legs. It observed its new form in the Cryonic Regeneration Chamber's reflective door.

"He-hey! Look at me!" it shouted, "I'm a cheetah! No, no…I'm; **Cheetor**!"

Inside the CR Chamber, Optimus Primal heard Cheetor excitedly describing his new form. "Hmmm…interesting."

"Interesting?" said Cheetor growling, "Optimus, the word is Spot-On smooth. Ooh, it's a crime."

"Eh, a bit tacky, but you never did have taste did you kid?" said Gasket from around the corner. A large gray and brown rat stepped out from behind the CR Chamber, "Now dis, DIS, is what class is all about. Call me; Rattrap."

"Oh yea? How's about I cut mieces to pieces?" challenged Cheetor.

The thudding footsteps of Charger's new rhinoceros form approached the two arguing animals.

"Ease back Cheetor," he said softly in his gruff voice, "Livin' large is for forms like me; Rhinox."

"Yea, and just consider yourself lucky I did'n get rough on yause," said Rattrap to Cheetor as she shook his paws as fists.

"Moderate your conflict circuits Maximals!" shouted Optimus as the door to the CR Chamber opened. A silverback gorilla stepped forward and observed the others in the ship's cabin. The other animals stood at attention as the gorilla stepped forwards towards the ship's main console.

"Remember, these beast forms are to protect us from the long term affects of the Energon out there," explained Optimus, "We may need Energon for power, but this is too much of a good thing." He stopped at the front viewport and opened the shield revealing the plains ahead of the ship.

"Our robot forms will start to short out after a few minutes exposure," he continued, "This is one unusual planet. Whatever it is."

"Or whenever," added Rhinox, "The Trans-Warp Drive can go through space AND time. We were locked onto Megatron's warp signature. We could be anyplace. Any time."

"Yes and our crew is orbiting the planet in those stasis pods we lost in battle," said Optimus, "They're protected from the Energon fields, but, it means Megatron has us outnumbered."

The _Dark Syde's _crew explored their new surroundings in they're beast modes. A large wasp and a red pterodactyl flew around the base perimeter observing as a giant black scorpion and purple tarantula crept about the base. A Velociraptor exited the base, clutching a large golden disk in his claws. Looking around, he snarled to himself as he observed the two moons orbiting the planet.

"No, no, NO! It's all wrong, this cannot be Earth!" he snarled, "Megatron, you failed. Not only did you fail to destroy the Maximals, you failed to bring us to the right damn planet!" Dinobot clenched his claws into a fist as he spoke "We stole the golden disk for nothing! You idiot!" He tossed the disk back into the entrance of the ship. It landed with a metallic clang as thunderous footsteps approached.

"I beg your pardon, Dinobot," said Megatron as he emerged from the ship. A large purple tyrannosaurus rex stepped into the light out of the ship's entrance. "What did you call me?"

"You heard. You are an idiot and an incompetent leader! And I am taking over," answered Dinobot, "Dinobot, Terrorize!" As his activation code was spoken, Dinobot's parts shifted and flexed, he transformed to his robot form. "I challenge you to a duel. The winner shall lead the Predacons, and the loser shall be destroyed." His Rotary Blade weapon spun in anticipation of his challenge.

"Ah, you're so impulsive Dinobot," said Megatron, "Brave, but misguided."

"Do you accept my challenge?"

Megatron turned away walking back towards the darkness of the ship. He chuckled to himself as he stopped and turned back towards Dinobot.

"There's more to being a leader than simple courage," explained Megatron, "Well, there's cleverness and cunning as well. Isn't that right, Scorponok?"

In the darkness of the ship, Dinobot had not seen Scorponok creep up behind Megatron. He transformed to his robot form and clapped his claws together. Dinobot's jaw dropped as Scorponok prepared his rocket launcher. Before Dinobot could react, Scorponok fired both missiles. The red rockets struck the ground in front of Dinobot and launched him into the air, far from the _Dark Syde_. Megatron smirked to himself and began walking back out of the ship.

"Loser. What does it matter which planet we're on? We came looking for Energon and this planet is rich with the element," he said mostly to himself, "Enough Energon to power the Predacons' entire galactic conquest. Only the Maximals could give us trouble now, if they survived the crash." He turned to his remaining troops. "Find them. And if you find them, destroy them."

Snickering to themselves, the Predacons separated and headed in the direction they saw the _Axalon _fall.

The _Axalon's _main lift descended to the ground. Rattrap was holding a large piece of metal scrap, grunting under the weight as he dropped it to the ground. Optimus and Rhinox were sorting other scrap beneath the ship.

"Oh man! All dis for a golden disk!" he complained.

Half ignoring him, half listening, Optimus was scanning the plains with binocular vision scanners. "It was Cybertron's most carefully guarded secret Rattrap," explained Optimus, "It gave the location of a major Energon source. That's why Megatron stole it."

Rattrap raised his arms defensively, but then placed them coyly on his chest. "Yea, like I care. Ya know, we was supposed ta be doin' deep space exploration," he said, "Playin' galactic patrol wasn't no where in my job description; ya know what I'm sayin'? You sure you're cut out for this commander gig?"

Optimus lowered his head and sighed. "Remember the Great War, Rattrap?" asked Optimus, "If the Predacons get enough Energon, they'll start it again. We can't let that happen." Optimus turned and smiled, speaking more cheerily. "Besides, you wanted exploration, and here we are on an unknown planet. What more do you want?"

"Well, call me picky, but a workin' space craft might be nice!" snapped Rattrap.

"Just no pleasin' some people," chuckled Optimus.

On the other side of the ship, the other lift descended with Cheetor hopping off about halfway before it touched the ground. He bounded up to Optimus and observed what Optimus had previously been looking at.

"Hey, check it," he said, indicating two cheetahs running side by side.

Optimus smiled and looked down to Cheetor. "They're fast all right. You chose a good form,"

"You think that's speed?" snapped Cheetor, "You ain't seen the golden rocket! Check this!" He took off running at full speed heading for the plains after the two cheetahs.

"Cheetor, no!"

Cheetor didn't hear Optimus shouting at him. He was too far away and going much too fast. Optimus quickly slapped his comm-link and opened the channel to Cheetor.

"Cheetor, return to base immediately! We don't have time for this!"

Cheetor continued to run, the wind rushing past him and the distance between him and Optimus garbled his comm to nothing but static. He crossed the small rock bridge over the tiny chasm not far from the base. Ahead was a barricade of boulders that, with a bound, Cheetor cleared easily.

"No good," said Rhinox, "The damn Energon fields mess up the comm-links. Anything over a hundred meters, they ain't worth scrap."

"Well, that's just prime," said Optimus.

"So, uh, dis your first day on da job or what?" asked Rattrap.

"Shut up Rattrap,"

"Oh yes sir!" snapped Rattrap; as he stood up to attention to mock Optimus. "I feel just heaps better knowing our lives are in your capable hands." He let his shoulders slump and sighed. "We're all gonna die."

Cheetor finally caught up to the two cheetahs running across the plains. He growled to catch their attention. The cheetahs, keeping their pace, turned to face Cheetor.

"The name's Cheetor. What's shakin' cats?"

The two cheetahs' jaws dropped as they saw the speaking cheetah. Increasing their speed, the cheetahs took off faster than before to get away from the thing that frightened them. Cheetor skidded to a stop in confusion as he watched the other two run.

"What? Is it my breath? Hey, wait!"

He started back after the cheetahs hoping to catch up with them. He ran after them as fast as he could, until he saw them stop. The two cheetahs looked upwards at a gigantic wasp as it buzzed overhead. The two cheetahs growled and swiped at the wasp. With another huff, Cheetor finally caught up to them. Finally ignoring the wasp, they ran off once again.

"Hey wait! It's just a big bug!" shouted Cheetor after the two cheetahs. "Wow, the way those two reacted, that's no natural life form. And if we're talkin' unnatural life forms, we're talking about just one thing: robots in disguise! Cheetor, Maximize!"

Cheetor leapt into the air, did a flip, and transformed into gold and blue robot mode. Landing on his feet and pulling his quasar cannon, Cheetor pulled back the hammer, cocking the weapon.

"Time for this cat to pounce!" he said as he opened fire on the wasp.

Dodging the blasts the wasp began to buzz to himself, revealing Cheetor's assumption as the Predacon Waspinator. "Wazzpinator under attack!" he buzzed, stretching his 's' to a long 'z' sound, "Wazzpinator engage enemy. Wazzpinator, Terrorizzze!"

In the air, the giant bug flipped and unfolded himself into his robot mode. He pulled his stinger gun and began returning fire. Cheetor somersaulted out of the way and kept firing his blaster back at Waspinator. Waspinator flipped through the air and fired his optic lasers driving Cheetor back. Cheetor dove behind a rock for cover.

"This isn't good."

Back at the Maximal base, Rattrap was observing the battle off in the distance.

"Uh oh,"

Before he could say another word, Optimus swept him up in his hand. The two of them rode atop Rhinox, headed towards the battle.

"Move, move!" ordered Optimus.

Cheetor fired his quasar cannon trying to drive Waspinator back. The blasts missed Waspinator, who spun around and returned fire. Cheetor rolled again, fired his cannon, and then it suddenly stopped. The quasar cannon had seized up.

"Oh frag," he said to himself. He pumped the trigger. It only clicked. He pulled himself to his feet and started to run as fast as he could. "Come on! Come on!"

The other Maximals continued running towards the firefight. They crossed the rock bridge and came up to the barricade of boulders that Cheetor had cleared by leaping.

"Hey, heads up! Roadblock!" shouted Rattrap.

"Veer left!" instructed Optimus, "There's a clearing about a hundred meters!"

Rhinox ignored Optimus' command and kept charging forward. Optimus and Rattrap both covered their optics in anticipation of a crash. Rhinox plowed right through the boulders without stopping or slowing. Optimus and Rattrap slowly uncovered their optics to see that nothing had happened.

"Ah yes, silly me," said Optimus, smiling to himself.

Cheetor kept dodging Waspinator's fire as he tried to climb an embankment trying to gain higher ground on Waspinator. His quasar cannon was still jammed up, and try as he might, he still couldn't get it to reload. One of Waspinator's stinger rockets caught Cheetor off-guard and launched him into the air. Like a true cat, he landed on his feet back down in the crevice. Slapping his gun he growled to himself.

"Damn good time for a quasar jam!"

"Cheetor!" shouted Optimus from the top of the embankment, "Get to cover, we'll swat that pesky Predacon!"

"Oh, I would not count on that, Maximals, no," remarked Megatron from the other side of the embankment. "For I believe you are about to have, how shall I put it? Difficulties of your own. Yes."

The other three Predacons flanked Megatron, completing the team of five. Waspinator, still in his robot form, buzzed over to join his comrades in arms.

"We don't have to do this Megatron," said Optimus, "There has been peace between the Maximals and Predacons for centuries. Why start this up again?"

"Peace, perhaps on your side Maximal scum, yes. But not on ours," Explained Megatron, "Permit me to inform you that an enemy which appears to be peaceful, may be merely, biding its time."

Down in the crevice, Cheetor growled again and yanked hard on the hammer of his quasar cannon. The weapon finally cocked and loaded another cell into its chamber.

"Finally!"

"We Predacons have never abandoned our rightful goal of galactic conquest, no," Megatron continued, "We have merely been waiting for the right moment, to strike!"

Cheetor stepped out from behind the boulder where he was hiding. "You mean like this!" He fired his quasar cannon, hitting Megatron directly in the bottom corner of his jaw. He grunted as the quasar blast exploded making him take a step back.

"Cheetor!" shouted Optimus in complete surprise.

"Ah, a treacherous underhanded sneak attack," said Megatron cheerfully, "Oh, I like you, Pussy Cat, yes." He twitched the digits on his small arms almost in glee. "But it shall avail you not, no. For now, the power gauntlet has been cast. Predacons, Terrorize!"

Optimus cringed at the word, and commanded his troops likewise. "Do it! All units, Maximize!"

"Tarantulas, Terrorize!" said the large purple tarantula. He shifted parts and converted himself into a purple and green robot with claws for hands and spider legs on his arms.

"Rattrap, Maximize!" shouted Rattrap. His body unfolded revealing his copper robot parts.

"Scorponok, Terrorize!" said Scorponok, he clicked his claws, transforming to robot mode.

"Rhinox, Maximize!" Rhinox lowed loudly as his body converted to his green-armored robot mode.

"Terrorsaur, Terrorize!" cawed the red pterodactyl. He flipped around in the air, landing on his feet unfolding into his silver robot mode.

"Megatron, Terrorize!" roared Megatron. His parts shifted into his black-armored robot form with his tyrannosaur head on his right arm and his tail on left arm as a giant claw.

"Optimus Primal, Maximize!" shouted Optimus, as he jumped into the air, folding apart into his red and white robot mode.

Megatron sized up the Maximals and raised his left arm. "Now, obliterate them!"

The firefight began. Terrorsaur and Waspinator paired up and began firing at Cheetor from the air. Megatron, Tarantulas and Scorponok fired directly at Optimus, Rattrap and Rhinox. Firing wildly, Rattrap dove behind a boulder for cover. Rhinox pulled his weapon and ducked down with Rattrap. Optimus fired a few pot shots, from his arm cannon and joined his comrades. Cheetor scrambled back up the embankment trying to reach cover with his comrades, but a stray blast from Waspinator stopped him and sent him crashing back down into the crevice. When he landed, a rock toppled over pinning his leg. He growled trying to free himself, to no avail.

"I-I'm stuck!" he shouted. Turning as much as he could, he fired a few pot shots trying to fend off the Predacon fliers. He kept firing as best as he could waiting for help.

"Rattrap, help Cheetor," instructed Optimus, "We'll cover you!"

Rattrap ducked under another blast. "Yea, right!"

"That's an order Rattrap!"

"Yea? And you can just kiss my skid plate, Fearless Leader," snapped Rattrap, "Cause I ain't goin' out dere and getting' my pelt punctured!"

Optimus growled in frustration. After pausing a second, he stepped out from behind the boulder and fired off two pots shots, and fired his jets, launching himself into the air. Optimus jetted down into the crevice, taking grazing shots as he flew. His mind was set on rescuing Cheetor; he wouldn't let anything stop him. Cheetor saw Optimus headed for him, he started firing a little more controlled to avoid hitting Optimus. Finally a blast from Megatron caught one of Optimus' jets and hindered his flying, though he managed to stay airborne.

"Optimus!" shouted Rhinox.

"See? Told ya!" shouted Rattrap.

Optimus managed to flip in mid-air and land hard on his feet next to Cheetor. Wasting no time, he blasted the rock off of Cheetor's leg and helped him to his feet.

"Do not let them escape!" roared Megatron.

The Predacons began to increase their assault at Megatron's order. The blasts began to chip around the boulder Rattrap and Rhinox were behind. Finally, Rhinox grabbed Rattrap by his neck and lifted him up.

"Hey, hey! Let go you big bulldozer!"

"Cover fire. They need it. We give it."

Rhinox stood, still holding Rattrap, and revealed his chain gun. Rattrap began firing his rifle along side Rhinox's torrent of bullets from his weapon. The Predacons' assault finally began to falter as they took fire from the Maximals. Tarantulas ducked behind a rock, but stood and kept firing his spider-leg machine guns on his arms. Scorponok stood tall next to Megatron still firing his rockets, until a barrage from Rhinox caused him to fall back.

"Stop them!" ordered Megatron. He stopped firing his laser cannon and fired his hip-mounted missile launchers. "Stop them!"

Optimus and Cheetor managed to climb out of the crevice, still firing at the fliers, and started running.

"Back to the base! Go!"

Rhinox and Rattrap kept firing, but started to back away keeping their weapons focused on the Predacons.

"No, after them, you fools!" roared Megatron, "After them!" The Predacons started to follow the Maximals, until Waspinator began surging with energy, and dropped to the ground right in front of Megatron.

"Wazz…pinator, cannot…cannot…" buzzed Waspinator as his body shorted out.

"Waspinator, what are you…Aaahh!" shouted Megatron as his body began surging with energy as well. Soon all five Predacons began to surge with the same energy. "Energon…field…build up! Convert back to beast mode, now!" As quickly as his grinding joints would allow him, Megatron transformed back into his beast mode, stopping the surge.

The four Maximals slowly made their way back to their base. After having converted back to beast mode, Optimus and Rattrap rode atop Rhinox while Cheetor trailed behind them to watch for Predacons. Optimus reached behind himself and grabbed Rattrap by the scruff of his neck, pulling him into his line of sight.

"Hey! What's got your servos bent?" asked Rattrap, dangling from Optimus' fingers.

"Let's get one thing straight Rattrap," growled Optimus, "I am leader of this group, and when I give an order, I expect it to be obeyed!"

"Oh yea? So I get vaped, because you're too chicken to go yourself?

"I would never give an order I wouldn't be willing to do myself! But I was capable of giving you better cover fire, you were not." Sighing, he tossed Rattrap back up onto his back.

"Eh, come on. What are ya shortin' about? We got outta there alive didn't we?

"But injured, it'll take time for our beast forms to infect internal repairs,"

"Yea well, better you than me,"

Cheetor finally caught up with the other Maximals to give his report.

"I think we gave 'em the fade Big Bot,"

"Good, but keep your sensors on full. According to the golden disk theft reports, there were six Predacons. One of them was missing from the battle,"

"Yea, well, maybe he was destroyed in the crash," commented Rattrap.

"That kind of luck we ain't been getting much of lately," said Rhinox.

"Tell me about it, look!" said Cheetor pointing with his paw towards the bridge over the chasm.

A large Velociraptor stood blocking the Maximals path over the bridge back to their base. He smirked as they approached. Optimus hopped off of Rhinox's back and slowly approached the Predacon.

"Should we blast 'im?" asked Rhinox.

"Keep that option open, but, hang on," answered Optimus still approaching the Predacon. He stopped about halfway across the bridge and looked the Predacon straight in the optics.

"Attention, Maximals! My name is Dinobot!" shouted the Predacon, "I have left the Predacons to join your group, as leader."

"What? Did I hear the word 'leader'?" asked a surprised Cheetor.

"This guy's got ball bearings of chrome steel," remarked Rhinox.

"I, hereby, challenge you, Optimus Primal, to a one on one battle," Dinobot informed the Maximals, "The winner, shall lead the Maximals, and the loser, shall be destroyed."

Optimus and Dinobot stood toe to toe on the bridge, staring into each other optics as the other Maximals looked on.

To Be Continued…

_Author's note: This is my attempt at writing a Beast Wars "novelization". It will follow the show's main storyline with a few additions to certain "episodes". I have chosen to model it after a young adult graphic novel, so there will be some English swearing in addition to the Transformers own version of swearing and adult references. It will also feature a few unique stories of my own writing. I hope you enjoy this "novelization" of the Beast Wars._

_Please R&R._


	2. Beast Wars, Part Two

_Author's note: I do not own, Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**Beast Wars, Part 2**

The Maximals stood facing the lone Predacon, Dinobot, on the other side of the chasm by their base. Dinobot snarled, renewing his challenge to Optimus Primal.

"Face me, Optimus Primal. I, Dinobot, challenge you for the leadership of the Maximals. You and I. One on one," growled Dinobot, "The winner shall be leader, and for the loser, well, it is a long way down." Dinobot smirked as he peered over the ledge into the chasm.

"I don't want to fight you!" argued Optimus.

"You do not have a choice!" growled Dinobot, "Your command center is bad there, and no one crosses this bridge until you face me!"

Optimus narrowed his optics at the Predacon.

"Don't we get a say in this?" inquired Rhinox.

"Eh, let Chopperface and the Boss Monkey duke it," said Rattrap, "No fur off'a my tail."

"No way! Hey, scale belly!" snarled Cheetor, "How's about you try a piece of the Bad Kitty, huh?"

"Cool your circuits Cheetor," said Optimus, "I wouldn't send anyone to do anything I wasn't willing to do myself." With that phrase, he looked directly at Rattrap.

"Oh yea right, now he says that," remarked Rattrap.

Optimus growled in frustration. "This is pointless Dinobot! We're Maximals, you are a Predacon!"

"All the more reason I should lead then,"

"Look, I don't know what happened between you and Megatron…"

"Megatron! Megatron will fall as soon as I have your Maximals at my command,"

"You are welcome to join us," said Optimus, "But you shall not lead!"

"I beg to differ," explained Dinobot, "For in anticipation of my new role as leader, I have already reprogrammed my activation code. Dinobot, Maximize!"

Dinobot's body shifted into his blue and copper robot mode. Standing before Optimus, he drew his rotary blade and Energon sword standing ready for combat.

"Optimus Primal, Maximize!" shouted Optimus as he transformed.

"Ah man. Do we have to say that damn activation code every time we transform?" asked Rattrap.

"Until our new bodies are used to transforming, it wouldn't hurt," answered Rhinox.

Optimus stepped up to Dinobot putting his fists up. Dinobot advanced clamping his rotary blade, swinging it to keep Optimus back; he opened it again and resumed the spinning. Optimus swung his fist backing Dinobot away. Optimus drew his twin scimitars and crossed them in front of his chest plate. Dinobot struck a challenge pose and resumed advancing.

"I'm goin' in! Cheetor, Maxi…"

"Save it Kitty," said Rattrap, "Nailin' the Chopper from behind won't solve anything."

"Yea," said Rhinox, "Like it or not, we gotta let 'em finish."

Dinobot finally charged Optimus putting his rotary blade out first. Optimus ducked under Dinobot's swing and flung him over his back. Dinobot landed hard on his face plate, with his rotary blade catching on the bridge and grinding as the gears tried to spin. Growling, Dinobot stood and turned around. Still snarling, he leapt into the air and kicked Optimus in the torso plate. Optimus fell to his back and slammed hard against the bridge. His foot dislodged a loose rock as he slipped. He peered into the canyon below. Turning back to Dinobot, Optimus noticed the former Predacon had raised his Energon sword ready for the final blow. Before Dinobot could strike, Optimus swung hard and slammed Dinobot in the jaw. Dinobot's equilibrium sensors went off-line after the sudden blow. His optic sensors rolled back in his head as he collapsed on the bridge. His weapons fell from his hands, but did not fall off the bridge. Optimus put his scimitar to Dinobot's neck as the Predacon slowly raised his head.

"I still live!" growled Dinobot, "Finish it."

Optimus placed one of his scimitars back into his subspace. Holding the other, he extended his hand to Dinobot. "That's not how we Maximals do things,"

"Then, that will have to change!" roared Dinobot. His optics flashed green, and he turned to Optimus. His optics fired a low-power Cybertronic beam directly into Optimus' face. Optimus screamed and grabbed his face plate, stepping closing to the edge, his foot dislodged another rock. Optimus lost his balance and fell. Cheetor, Rhinox and Rattrap all gasped in horror as Optimus fell. Before he could fall into the chasm, Optimus managed to catch the ledge with his legs and stop himself. He looked up in horror as Dinobot approached and put his sword to Optimus' throat. Rhinox looked away and lowered his ears. Before Dinobot could slash, he reached down, grabbed Optimus by his torso plate, pulled him up and tossed him back onto the bridge.

"What are you doing?" asked Optimus, "You'd've won."

"You slipped. To defeat you in such a way would be lacking in honor," explained Dinobot, "I would not have earned the right to lead. I prefer to beat my opponents the old fashioned way. BRUTALLY!" Dinobot swung his Energon sword at Optimus, who countered with his scimitar. The swordfight was brutal, as Dinobot had described it. There were many swings and parries, grazes and sparks, but no hard strikes.

"For a Predacon, Dinobot, I have qualities I could like!"

"And you have proved to be a worthy adversary!" growled Dinobot, "I will have you recycled with full honors!"

"Well, that's just prime!" grunted Optimus.

Off in the distance, the Predacons were watching the battle between Optimus and Dinobot.

"Well, this is an interesting sight, yes," said Megatron, "Optimus and that damn traitor Dinobot engaged in battle."

"Who do you think's gonna win?" asked Scorponok.

"Ooh, Wazzpinator thinks it be Optimus," buzzed Waspinator.

"The winner isn't what interests me," cackled Tarantulas, clicking his mandibles.

"Nor me, no," said Megatron, "How much more preferable would it be if they, both lost, yes. Megatron, Terrorize!" The rest of the Predacons followed suit, all transforming to robot mode.

Rattrap casually turned his glance away from the battle and gasped at what he saw.

"Yo, shift your scanners due east dere pals!" he warned everyone, "Dis party has got big time crashers!"

"Fire!" ordered Megatron. Following his orders, the Predacons opened fire on Optimus and Dinobot. Several missiles soared in their direction. Cheetor's optics widened when he saw the missiles incoming.

"Optimus!" he shouted, "Incoming!" Optimus turned and saw the incoming missiles. He quickly thought of only one thing he could do.

"Beast mode!" he shouted converting back into beast mode. Without a second thought, he grabbed Dinobot and dropped over the ledge.

"Oh no, Optimus!" shouted Cheetor into the chasm. Rhinox and Rattrap stepped up to his side and looked down with him. Cheetor closed his eyes and lowered his head in sadness.

"If you 'bots aren't doing anything," said Optimus, hanging from his foot by a crack on the bridge. He was holding Dinobot by his leg. Several laser blasts hit the bridge tearing out chunks of rocks. The Predacons continued their assault without a pause. A blast caused Optimus' foot to slip and little, but he held his grip firm. "A little speed would be prime!"

Megatron and his troops kept firing at the bridge in their desperate bid to get Optimus and Dinobot to fall.

"Make them fall! Yes!" growled Megatron, "Fall!"

"Let's move!" shouted Cheetor, "Maximize!"

Cheetor and Rhinox were quick to transform into robot mode, but Rattrap sat with his arms crossed over his chest. Rhinox tapped his on the back of his head as a hint.

"Nah hey, hey, hey. You can go and get yourselves scrapped 'cause I ain't…" Before he could finish his sentence, Rhinox grabbed him by the back of his neck and picked him up.

"All right, all right," he managed to choke out.

Hanging off the ledge, Dinobot started to short with energy.

"The Energon fields," he groaned in pain, "I am shorting out."

"Just hang on!" grunted Optimus, "You can't transform in this position!"

"Release me!" pleaded Dinobot, "Let me fall, and save yourself!"

"Now, where's the honor in that?" Optimus' foot slipped again, until he was barely holding on.

"You…have…no…choice," groaned Dinobot. "Damn it! Drop me or die!"

"Then we both fall!" Optimus' foot finally slipped loose and he and Dinobot began to fall. Before they could even fall a meter, Rhinox grabbed Optimus by his foot and pulled them both up.

"Goin' up?" he remarked.

"This is our opportunity, yes!" said Megatron, "All weapons, fire!" All five Predacons stood up and started firing all of their weapons at the bridge and the Maximals.

The missiles and lasers struck the bridge and finally caused it to collapse. The four Maximals and Dinobot, now in beast mode, turned and ran as fast as they could. Dinobot and Optimus were able to reach the edge of the bridge before the others. Rhinox and Cheetor were able to get off of the bridge safely, but Rattrap wasn't so lucky. He began to fall as the bridge collapsed out from under his feet. As he began to fall, Optimus reached out and grabbed his arm, keeping him from falling into the chasm. Optimus raised Rattrap up and set him down on level ground. Rattrap bent over, huffing, and put his hands on his knees.

"You're welcome," said Optimus.

"You're the leader," said Rattrap, "It's your, uh, job."

Optimus looked at Rattrap for and moment and then finally turned to Dinobot.

Megatron growled and smacked Terrorsaur in the back.

"Incompetence!" he growled, "You let them escape!" He turned to Waspinator and Tarantulas ready to blast them, but a rumble in the distance caught his attention.

"Megatron, look up there! The missiles!" shouted Scorponok pointing in the direction of a mountain. One missile had managed to crack the surface of the rock, and the others blew the mountain top apart. A gigantic purple crystal was exposed by the explosions. Glowing bright as the sun, the Energon crystal caught Megatron's attention.

"Energon, yes!" said Megatron, "Raw, natural Energon crystal! I knew it was here!" He stopped speaking when he noticed his body glowing with an Energon overload. Scorponok began to groan in pain.

"Quickly, convert back to beast mode!" instructed Megatron.

The Maximals turned to see the gigantic crystal that was unearthed by the Predacons.

"Raw Energon, in its natural form," said Optimus, "Like that it's highly unstable. We're lucky those missiles didn't cause it to explode."

"If you can call it lucky," muttered Rhinox.

Cheetor glanced off into the distance. His optics turned red as he zoomed in with binocular vision. "Megatron's on the move. Bearing Six One Seven Five."

"He's after the Energon!" growled Dinobot, "With a crystal that size, he would be unstoppable!"

"Oh, thanks for the tip, Scale Belly," remarked Rattrap, "Rhinox, scrap this guy."

As if thinking the same thing, Rhinox charged at Dinobot, only to be stopped dead in his tracks by Optimus.

"Hold on Rhinox!" said Optimus, turning to Dinobot, "Will he said fliers?"

"Oh, for bootin' up cold, you're not gonna believe a Predacon are you?" whined Rattrap.

"That's my call," answered Optimus, turning back to Dinobot, "Will he?"

"Negative," answered Dinobot, "The crystal is too big for the fliers to carry. Only Tarantulas has the skill to segment it."

"Then we have to get there first," said Optimus, "All five of us."

"Yea, all five us of," said Rattrap, then he paused, "Ya mean, that damn Chopperface too? Oh man, we're all gonna die." He turned to see the others already heading for the crystal. "Hey, wait for me!"

On the other side of the mountain range, the Predacon army was marching towards the Energon crystal.

"So much Energon. With a crystal that size, the Predacon forces will be unstoppable, yes," Megatron spoke almost to himself, "The Maximals, and then the galaxy, will be ours to conquer!" The Predacons continued to march as the sun began to set and the moons became visible in the night sky.

The Maximals continued in the dark towards their objective. Rhinox stepped up beside Optimus.

"How ya feelin'?" he asked.

"Improved," answered Optimus, "I believe my internal repairs are completed."

"Hmm. I was wonderin', your flyin' robot form could reach the crystal before any of us,"

"No, we have to stay together. The Predacons could attack at any moment, and there may be other surprises on this planet,"

"There are. Down there, look,"

A strange stone structure was neatly built in the clearing between the cliffs. It was circular in design, and too neat to be natural.

Hmm. Any opinions?" asked Optimus as the others joined them at the cliff.

"Just one," answered Rhinox, "It isn't natural. We didn't build it, and neither did the Predacons."

"Heads up!" Cheetor snarled. All eyes turned skyward to see Waspinator and Terrorsaur incoming towards the Maximals.

"Just what we needed," groaned Optimus, "Quick, everyone, Maximize!"

"You heard 'em!" cawed Terrorsaur, "Terrorize!" The two Predacons swooped as the five Maximals transformed and readied their weapons.

"Defensive positions!" instructed Optimus. Before another word could be said, Rattrap pointed his gun at Dinobot.

"What about him?"

"He's with us," answered Optimus.

"Hey, I ain't buyin' it just 'cause you say so!" Shots exploded behind Rattrap, turning his attention towards the Predacon fliers. All of the Maximals opened fire into the air. With the advantage of flight, Waspinator and Terrorsaur would difficult to hit. They dodged and weaved, turning back and forth, firing all of their weapons. The explosions from the laser blasts and missiles started to cause the stalactites in the cliff cave to start crumbling. Optimus noticed the falling pebbles and motioned to his troops to stop.

"Hold your fire!" he shouted over the blasts and explosions, "We could start an avalanche!"

"You crossed your wires?" shouted Rattrap, "Dey're comin' back!" Optimus looked skyward for a moment and then opened a panel on his forearm.

"I'll handle this!" he said. Firing his rockets, he took off into the air after the two Predacons. As he flew, Optimus pressed two buttons on his forearm console. His rocket launchers flipped over his shoulders into their ready position. Waspinator and Terrorsaur kept firing, undaunted by Optimus' weaponry. He fired his first missile towards the Predacons. The first rocket missed as the Predacons were too fast. Before he could fire the next, he noticed Waspinator and Terrorsaur were shorting with an Energon overload. With their systems partially hindered, Optimus fired the second rocket that detonated between them and sent them spiraling through the air. Once the two fliers regained their composure in the air, and noticing that they were not going to be able to do much more, they nodded to each other and began to fly back towards the rest of the Predacons.

"Now, while they are weak!" growled Dinobot. He charged and began firing his optic lasers at the Predacons as they retreated. His beams were fast, but not fast enough to catch the fliers. The laser fire was aimed too high and was catching stalactites on the ceiling of the cliff cave. A few stray blasts caused large amounts of rock to start falling, particularly where Rhinox stood. Rhinox was barely able to leap out of the way in time to avoid getting crushed. Once he was away from the falling debris, he gave Dinobot a sour look. Rattrap approached Dinobot ready to start a fight.

"I knew it, you damn traitor!" he accused the larger Transformer, "You tried to scrap my pal!" He pounced on Dinobot, knocking him to the ground. Dinobot, not ready for the attack, fell to the ground. Before he had a chance to sit up, Rattrap's rifle was right between his optics.

"Once a Pred, always a Pred," he growled to Dinobot as he slowly squeezed the trigger.

"Ease off Rattrap!" yelled Optimus as he landed, "It was an accident."

"Says you!"

"That's right, 'Says me'!" said Optimus, poking Rattrap hard in the chest plate as he spoke, "You wanna question my orders one more time?"

"I…I don't trust Predacons," said Rattrap as he stepped off of Dinobot. Dinobot grabbed Rattrap's rifle and pushed it out of his face plate, then stood to his full eight-foot height towering over Rattrap.

"We've got enough trouble with Megatron's crew without fighting amongst ourselves!" shouted Optimus. He started off back towards the crystal. After looking at each other, the Maximals transformed and followed him.

At the base of the mountain, the Predacons gazed up at the crystal. Megatron marched up the side of the mountain almost drooling on himself as he thought about the Energon.

"So much Energon, yes," he muttered, "I can almost taste its power."

"With that much Energon, the energy fields would destroy our robot modes in less than a minute!" Tarantulas informed Megatron, "We'll have to stay in beast form! And Optimus and the Maximals are coming!"

Megatron did not seem as concerned as Tarantulas about the Energon or the Maximals; he gazed at the spider, and then turned his attention back to the crystal.

"They must stay in beast mode as well," said Megatron, "And I will handle Optimus, personally."

On the other side of the mountain, the five Maximals finally reached the chamber containing the Energon crystals. Optimus peered inside and gazed in awe. The Energon hummed and pulsed in energy. The crystals' light shone eerily throughout the cavern giving everything a purple hue. The Maximals walked deeper into the cavern stopping briefly in the arch of a giant crystal. The Maximals froze as Megatron, in beast mode, leapt into the cavern on the other side. He roared, the sound of it echoing through the cavern. The Maximals lined up, as did the Predacons.

"Across the galaxy, it has come to this, Optimus Primal," said Megatron, "Face to face, tooth to claw, yes. Have you anything to say?"

"I'd say that's just prime," answered Optimus, "Let's do it!" Optimus growled and charged. The rest of the Maximals and Predacons followed suit. Without ballistic weaponry, the battle was one-on-one. The beasts all collided together in a giant battle. Though they were covered in synthetic flesh and fur, the sound of metal slamming into metal echoed throughout the cave. Optimus growled and punched Megatron in the jaw, causing the Predacon leader to lose his balance and fall. Cheetor leapt into the air and knocked Waspinator from the sky, pinning him to the ground and slapping him with his paws, narrowly avoiding the stinger. Rhinox charged Terrorsaur, but missed the more agile dino-bird and rammed through a boulder. Dinobot swiped his fore claws and snapped at Scorponok, dodging his pincers and tail. A quick swipe from Scorponok's claw caught Dinobot in the chin and pushed him back. Rattrap leapt on top of Tarantulas and began pulling up really hard on his mandibles. Tarantulas screamed in pain. Megatron tackled Optimus to the ground and pressed down on his chest with his large foot, opening his jaws around Optimus' head. Optimus held Megatron's jaws open just enough to avoid his teeth. Optimus pushed Megatron's head away and pushed his jaws closed.

"Admit defeat Maximal!" growled Megatron through his jowls, "The Energon shall be ours!"

"Not if I can help it!" grunted Optimus. Using his more dexterous legs, Optimus flipped Megatron across the cavern. Megatron slammed into a boulder, getting his head wedged between two rocks. Megatron started to struggle to pulled his head free from the boulders.

"Surrender Megatron, you're trapped!"

"No! You shall not defeat me!" echoed Megatron's voice through the rocks. Finally he burst his head out of the rocks and charged Optimus. Megatron carried Optimus across the cavern on his snout and slammed him into a wall. With a swift move, Megatron bit down on Optimus' left leg. Optimus howled in pain as Megatron released and bit down again. Mech fluid leaked from the damaged leg between Megatron's jaws. Optimus raised his fists and brought them down hard on Megatron's head, in an axe hammer, knocking the Predacon leader out. Standing with his weight on his right leg, Optimus grabbed Megatron's tail and began to swing him around the cave. He released the tail sending Megatron soaring across the cavern into another boulder. Megatron's optic made an electronic whine as he opened them to stare at Optimus. Optimus stood up trying to put his weight on his damaged leg. He fell over in groaning in pain. Clutching his damaged leg, Optimus sat up.

"It is over Megatron!"

"It is never over, no!" Megatron quickly transformed to robot mode and immediately began to surge with Energon. As he spoke, his words began to slur, "For if I must die, I will take you with me!"

Megatron aimed his tail pincer and fired a single missile. The missile rocketed towards Optimus, who could not move. Having subdued Scorponok, Dinobot saw the missile, and rushed to Optimus' aid. Slapping it with his tail, he changed its trajectory. The missile inched past Optimus and hit the rock wall behind him. The force of the explosion caused the unstable Energon to start humming very loud. Optimus' optics widened in horror as the frequency of the hum started to increase more and more.

"It's gonna blow!" shouted Rhinox.

"Time to fade heroes!" shouted Cheetor. The ground began to quake, as the Energon overloaded and the crystals began to crumble.

Megatron's body continued to flash with Energon. The Energon had begun to seep into his vital systems as his optics started to darken. Optimus pulled himself onto Rhinox's back. The Maximals scrambled out of the cave and down the side of the mountain. The Energon began to quake and hum even louder. Megatron's emergency systems kicked on just enough to allow him to jump up, scream, and leap out of the cave. With a spectacular purple flash, the Energon finally exploded taking the entire mountain with it. Pebbles began to rain from the air. The Maximals covered their heads and stepped away from the falling rocks. When the rocky hail subsided, Optimus sighed and looked at Dinobot.

"Thanks,"

"It was not an act of loyalty," explained Dinobot, "I owed you my life. Now we are merely, even."

"I'll accept that,"

"Yea, well at least Megatron's gone, and so is the Energon! It's over!" shouted Rattrap, "Can we go home now?"

"No Rattrap. For now we are stuck on this unknown planet with the Predacons," answered Optimus, making Rattrap lower his head.

"Megatron may be back, and there's still more Energon out there. If they ever get enough, they could conquer the galaxy." Optimus turned to face what was left of the mountain. "So for now, let the battle be here on this strange primitive planet. And let it be called; Beast Wars!" Optimus' words echoed across the canyons, into what seemed to be into the far reaches of space, as if to be heard in another time.

**The End**

_Author's Note: I hope you enjoyed this take on Beast Wars. There will be more "episodes" to follow. Please R&R. Thanks!_


	3. The Web

_Author's note: I do not own Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**The Web**

High above a river, sitting firmly over the walls of a canyon, the Maximal base was quiet. It had been a little over one month since the beginning of the Beast Wars. The _Axalon _was still undergoing repairs from its crash on the strange primitive planet. Inside the base, Rhinox was working on a small communicator to try and solve their problem of long range communication. He just added the finishing touches as Optimus Primal approached him.

"Good work Rhinox,"

"Well, it still needs a field test," Rhinox explained, shrugging his shoulders. The sound of rapid footfalls bounded through the corridor. Cheetor, in beast mode, bounded into the room and leapt up onto the holo-console in the center of the bridge.

"Test?" he asked as he stopped dead on the table, "I'm your 'bot. What'cha got?"

"Rhinox cobbled together a comlink. It's going to solve our long range communications problem," explained Optimus.

"If it works," Rhinox added.

"Well let's find out!" said Cheetor. He swiped the comlink from Rhinox's hand with his paw and held it to his face. It sizzled with a small electric charge when he sniffed it. "Whoa, talk about Ultra Gear!"

Rhinox frowned and turned to Optimus. Slightly nodding, Optimus turned to Cheetor.

"Cheetor, it's a valuable piece of equipment," explained Optimus "Take care of it."

"I copy Big Bot," said Cheetor, "What do I do?"

"The device is voice activated," answered Optimus, placing the device on Cheetor's shoulder. A band extended securing it to Cheetor's left foreleg. "Just talk into it and we'll hear you."

"We hope," muttered Rhinox. Optimus nodded as he sat down in a console chair. Optimus pressed two buttons; the chair swiveled and slid him up to the main console. He activated the console and routed a path.

"Head away from the base at Vector Omega, and check in every ten micro-quads," instructed Optimus, "We'll see how far we can track you. If you encounter any Predacons, return to base immediately."

"I'll be moving too fast for them to even see me," said Cheetor. Growling, he hopped off of the table and into the lift. As the lift descended, Rhinox frowned again and shook his head. Optimus chuckled and turned back to face Rhinox.

"He'll do fine," chuckled Optimus. He turned back to the screen watching the orange blip, indicating Cheetor, moving farther from the base.

Somewhere in the bluffs far from the Maximal base, Scorponok was digging a large metallic device out of a pile of rubble. He grumbled to himself trying to pull it free.

"Megatron will reward me for this," he said to himself, "If I can ever get it out of this damned rubble!" He kept pulling until his claws slipped free and sent him sprawling back. Growling, he began clicking his pincers angrily.

"Scorponok, Terrorize!" shifting to robot mode, Scorponok stepped back and aimed his rocket launcher at the pile of rocks, "Let's give this a try."

Cheetor was about five micro-quads away from the Maximal base when he heard the explosion. He looked around trying to determine the direction of the explosion.

"Cheetor to Optimus," he said into the comlink, "Do you read me?"

Back at the Maximal base, the console beeped as Cheetor's voice chimed through.

"Yes," answered Optimus, he turned to Rhinox, "And he's over five micro-quads away! Looks like it's working."

"So far," said Rhinox.

"_I just heard some kind of explosion,_" explained Cheetor over the comlink, "_I'm gonna check it out. I'll talk to you in a minute."_

"An explosion?" Optimus asked, "No, wait Cheetor!"

"He's moving again," said Rhinox pointing to the blip on the screen. Optimus sighed and looked up to Rhinox.

"I'm going after him," Optimus explained, "If he calls in, tell him to get out of there now!" Optimus stood up and pressed a pair of buttons on the console. The roof hatch hummed as it began to open.

"Prime Jets, on!" shouted Optimus firing his jets and rocketing out of the base headed towards Cheetor's last coordinates.

Cheetor raced towards the source of the explosion until he came upon the stone formations in the distance. Cautiously sneaking around the tall rocks, he turned the corner to see Scorponok shifting back into beast mode, and clutching the large metal object. Though the machine was free, Scorponok was still struggling to drag it away.

"Uh oh, this is trouble," Cheetor whispered to himself, "Cheetor, Maximize." Cheetor shifted into robot mode and drew his quasar cannon from his sub-space. The comlink switched to his robot shoulder as he transformed.

"Cheetor to Optimus," he whispered into the comm.

"_Optimus is on his way,_" said Rhinox over the comm, "_He said you should get out of there, now._"

"No can do Baby Blue, Scorponok's here and he's found a mega-cannon," explained Cheetor, "Must've come from their ship. I've got to stop him before he gets it back to their base. Cheetor, out." Cheetor paused to look back at Scorponok and snuck around to the other side of the rock.

"It's still functional," said Scorponok, "Megatron will be pleased."

"And you'll be slag if you don't stay right where you are "claw-ful"," said Cheetor. Scorponok jumped and turned around to face Cheetor. He began to click his pincers nervously.

"Clicking makes me twitch," explained Cheetor, "and there's a full charge in this beauty." Scorponok clicked again and stepped towards the mega-cannon.

"Uh, uh, step away from the big boomer, Plug Ugly," said Cheetor cocking the hammer on his blaster, causing Scorponok to back away, "Cheetor to base, I got the gig in hand. Tell Optimus to home in on my signal." The comm buzzed static as no answer came through. Focused on Scorponok and the comlink, Cheetor didn't notice the very large spider crawling underneath the tallest part of the rock formation.

"Cheetor to base, come in Rhinox," he said a bit louder. Scorponok stepped closer to Cheetor.

"Uh, uh, uh, you're making me twitch again," said Cheetor smirking.

"And I'll make you scream!" said Tarantulas. Cheetor turned and fired his quasar canon at the spider. Tarantulas quickly pulled himself up out of the way of the blasts. Scorponok saw his opportunity and quickly transformed to his robot form. He quickly armed his missiles and fired one. The sound of the missile launching caused Cheetor to quickly turn, but he was unable to dodge in time. The missile caught him directly in his torso plate and knocked him back into the rocks. Cheetor twitched and grunted, unable to move from the damage.

"Yes!" cheered Scorponok.

"Better get that weapon back to base!" said the disembodied voice of Tarantulas, "Optimus is coming!" Scorponok looked around for the voice, but couldn't see Tarantulas anywhere.

"Don't give me orders! I am second-in-command!" yelled Scorponok, "You will take the cannon back to base and I will deal with Optimus!" Scorponok again looked around for the spider.

"Tarantulas, Tarantulas?" he called, seeing nothing. Scorponok noticed the form of Optimus Primal approaching in the distance.

Optimus pressed a button on his wrist console. He frowned as he continued on. Cheetor's signal had disappeared off of his tracker.

"Cheetor, Cheetor! Ugh, his signal stopped," said Optimus to himself, "Could be Energon interference. Better use scan mode." Optimus' optic sensors whirred and entered scan mode. He scanned for a few seconds before he finally picked anything up.

"_Target spotted. Locking in_," said his computer. Optimus magnified his vision in the direction of the scan. He saw the badly damaged Cheetor leaning against the rocks.

"Cheetor, no!" he shouted, he fired his auxiliary boosters heading for Cheetor's prone form. Scorponok had succeeded in dragging the mega-cannon away just as Optimus landed. Cheetor slowly lifted his head to acknowledge Optimus' presence, before he fell into stasis lock.

"No!" shouted Optimus. He scooped up Cheetor's damaged body, fired his boosters, and headed back to base.

_Far away, on the planet Cybertron, a jet fighter soared through the skies. It banked and headed around a building, disappearing in the distance. The city was alive with activity, though a particular part of the city only had three occupants. Megatron, Terrorsaur and Waspinator stood atop a tall building staring down at the cityscape. Cheetor laughed at the three Predacons from the top of an even taller building far across the city. The three Predacons growled as they acknowledged the young Maximal._

_ "_Open fire!" _ordered Megatron. Terrorsaur and Waspinator followed his orders and began to fire all of their weapons at Cheetor. One of Terrorsaur's stray shots blew a hole in a water tower, but came no where near Cheetor. Cheetor smirked and tossed his quasar cannon up, catching it in the same hand. He fired two shots, taking out Terrorsaur and Waspinator. Megatron turned as his soldiers fell, and was launched forward as his troops exploded. He stood to his feet and glowered at Cheetor. The young Maximal cocked his blaster._

_ "_Now it's just you and me, Mega-jerk," _said Cheetor. Megatron roared in rage, unable to do anything as Cheetor fired one more shot, taking the Predacon leader out. Megatron's head slammed into the tower that Cheetor was sitting on, its teeth falling out as it slid down the wall._

"They never learn," _said Cheetor to himself._

"And when will you learn, Pussy Cat?" _asked the disembodied voice of Tarantulas. Cheetor turned looking for the spider. He saw nine green eyes staring at him from the hole in the water tower. Panicking, Cheetor fired his blaster rapidly into the hole, hitting nothing. Tarantulas' eyes reappeared in the hole, cackling at the young Maximal. Cheetor stepped back, terrified as his accuracy was diminished. He saw Rattrap leap up with a sharp piece of metal and swipe at him._

"Rattrap, what the hell?" _asked Cheetor backing away nearly to the edge. He looked around, both Rattrap and Tarantulas had disappeared._

"Scorponok, Terrorize!" _shouted Scorponok from the top of another building. His confidence gone, Cheetor could only stare as the Predacon transformed and fired a missile. Cheetor couldn't move as the rocket came closer, until it finally slammed into his chest plate._

Cheetor awoke screaming on a medical table in the hold of the _Axalon._ Rhinox quickly slammed him back down on the table. Cheetor finally realized that he had only been dreaming. He looked up to see Rhinox standing over him.

"There, good as new," he said gently. Rattrap, in beast mode, hopped onto Rhinox's shoulder.

"Yea, and twice as loud," said Rattrap scratching his ear canal. Cheetor turned to see Optimus standing over him. Optimus slumped his shoulders in relaxation as Cheetor sat up.

"Hey Big Bot," said Cheetor, "What happened out there?"

"You took a Predacon missile straight in the chest plate," explained Rattrap, gnawing on an apple, "Guess you're not as fast as you thought, huh kiddo?"

"And you got my comlink trashed," added Rhinox.

"Hey, at least I proved it worked," said Cheetor.

"Rhinox said you reported something about a mega-cannon," said Optimus.

"That's right. It must've blown off of their ship in the crash," explained Cheetor, "Scorponok found it, so I catted in and got the drop on him."

"I'd say you were da one dat got dropped," said Rattrap eating the apple core.

"Tarantulas was there too," said Cheetor, "He got behind me, and when I tried to take him out…"

"Scorponok capitalized on your mistake," finished Optimus.

"Yea, I guess so," Cheetor said sadly.

"Rhinox worked on that comlink for a deca-cycle," scolded Optimus, "And he doesn't have the components to make another one. You've cost us an advantage."

"Hey, I couldn't let them get away with that cannon!" argued Cheetor.

"Oh yea, you took care o' dat real good kiddo," said Rattrap, snickering.

"Back off Ratface!" growled Cheetor, he shifted to beast mode and got into Rattrap's face, "Or I'll have me a little vermin-on-a-stick for lunch!" Optimus grabbed Cheetor by the scruff of his neck and held him up to his face.

"You back off, now!" he ordered.

"Sorry Optimus, I…" Cheetor began, before Optimus cut him off.

"Sorry isn't enough. We're in a war for survival and you treat it like a game!" scolded Optimus. Cheetor lowered his head in shame, turning away from the others.

"I'm going to call Dinobot in from the perimeter," said Optimus, "We'll need his knowledge of the Predacon base to do something about that mega-cannon."

"I can get inside their base!" said Cheetor, "Let me do it Optimus!"

"You've done enough," said Optimus as he left the room. Cheetor turned back to Rhinox and Rattrap. The elder two Maximals just sighed.

"I'd better come up with a plan," said Rhinox, "If I know Optimus, he'll want to move fast."

"Yea, with me in the front. Not thanks partner," said Rattrap, "The pussy cat got us into hot oil. Let him dance into Predacon HQ."

"At least I'm not afraid to do it," snapped Cheetor.

"You know, that is why you mess up kiddo," explained Rattrap, "You don't have the sense to be afraid."

"Oh yea? I'll show you what I have the sense to do Motorhead!" growled Cheetor, "You and Big Bot!" Cheetor leapt off of the table, headed for the door.

"Mm, mm, mm," warned Rhinox.

"What?" groaned Rattrap.

"You know what he's gonna do,"

"Ah, he's just grindin' his gears. Even he's not dumb enough to disobey the great Optimus again,"

"Uh huh?"

"Okay, okay! I'll stop 'im. If I can catch 'im," complained Rattrap. Rhinox just smiled watching as the rat left the room grumbling to himself.

The Predacon base was alive with activity. A platform had been constructed on a large rock spike near the rear tip of the _Dark Syde _where Scorponok and Terrorsaur waited. Waspinator grumbled to himself as he tried to lift the mega-cannon up to the platform.

"Hurry with that installation!" roared Megatron from the ground, "I want that cannon operational within the mega-cycle!"

"Why Wazzpinator have to do heavy lifting?" mumbled Waspinator as he ascended, "Why Terrorsaur not do?" Terrorsaur, having heard Waspinator's complaining leaned over the edge.

"Because you don't know anything about these weapons!" he crowed back.

"Wazzpinator knows enough!" argued the giant wasp.

"Shut up and get that mega-cannon up here!" interrupted Scorponok. Finally stopping with his buzzing, Waspinator flew the mega-cannon into position.

Cheetor spied on the Predacons from a short distance away. He wasn't close enough for them to see him, but he was close enough that he could see the Predacons at the top of the ship.

"Gotta move quickly," he whispered to himself. Crouching down and approaching slowly, he got within firing distance, but paused at the edge of the hill. He stepped over a boulder and inched closer.

"Now, just have to wait for the right moment," he said. With his optics fixed on the mega-cannon, he did not notice the boulder slide to the side behind him. Nor did he notice the grappling hook land silently by his foot. Nor did he notice the grappling hook snare him, and pull him back in the hole until it was too late. For a moment, all Cheetor saw was nine glowing green eyes and heard an evil cackle. Then everything went black.

Cheetor awoke with his head in a daze. As his recognition circuits came back online, he realized he was in some cavern. He tried to move but couldn't even twitch his tail. Looking down, he soon saw his problem; he was attached to a gigantic web. But it was no ordinary web; it was blue and pulsed with energy. He heard the same cackling as he had heard in his dream, and just moments before he was dragged into the hole.

"Welcome," said Tarantulas greeting the young Maximal.

"Ow, man. You need a maintenance 'bot badly," said Cheetor. Tarantulas just shrugged off the insult and chuckled. He turned to a machine that sat nearby and pressed a button. The machine hummed to life and displayed the outline of a feline on the screen with several bars indicating power levels beneath it. Cheetor began to gasp in pain as the web behind him started to glow brighter.

"You're in a stasis web. It drains the energy, but leaves the flesh alive," explained Tarantulas, "At its current setting, it will only take a few moments." Cheetor struggled to inhale as his power was drained away. Tarantulas chuckled and pressed a button causing the machine to wind down and slow its drain.

"But I find a slower pace makes the vital fluids taste so much better," cackled Tarantulas rubbing his pedipalps together.

"Whoa, you are one space happy spider," groaned Cheetor, "Maximize!" Cheetor's body groaned in protest, refusing to transform.

"Hey, what's happening here?" he asked panting heavily.

"I'm afraid the web makes that impossible," explained Tarantulas climbing up the web, "Cat you are and cat you stay. And when your energy is gone, I feast!" Cheetor's optic widened as Tarantulas' laugh echoed through the tunnels.

In the bridge of the _Axalon_, Optimus and Dinobot both sat, in beast mode, looking at a holographic display of the _Dark Syde._ Dinobot motioned with his clawed fingers towards the pillar of the ship.

"Frontal assault now," said Dinobot, "Before Megatron has a chance to use the cannon against us."

"Impossible, the modifications would be too extensive," said Optimus, "He's more likely to install it as a defensive weapon. Question is, where?" As Optimus and Dinobot were speaking, Rhinox approached, in beast mode, and hopped his front legs up onto the table.

"Rhinox, take a look, this is your specialty," said Optimus, "And where's Rattrap? I'll need him to scout." Upon mention of Rattrap's name caused Rhinox's optics to widen in both surprise and nervousness.

"Uh…still talking to Cheetor," he answered.

"We waste too much time talking!" growled Dinobot, "We must attack now!"

"Rushing in headlong won't help," said Optimus, "We need a plan."

"No, no, no!" growled Dinobot, "We must destroy them now!"

Rattrap approached the perimeter of the Predacon base following Cheetor's scent.

"Man, I must have a bug in my system to be doing this for that dumb feline," Rattrap continued towards the edge of the base, but stopped short, sniffing the ground again.

"Ugh, I can smell his stench even in this sludge box," he complained, he stopped leaning against a boulder, only to have it slide on him. "Hey, somethin's weird here." Rattrap pushed the rock uncovering the hole, and climbed in.

Cheetor's life signs faded closer to stasis lock bringing him closer to death. Tarantulas chuckled and turned to the young Maximal.

"Not long now," cackled the Predacon spider. Cheetor groaned and lifted his head towards the spider.

"This is a dumb plan Web Face," said Cheetor, "I don't have any real blood, just mech fluid."

"Oh don't worry, my filters will adjust," said Tarantulas, "It is the act that I enjoy more than the nourishment."

"You know, you are one sick bug; Eight-Eyes?" said Rattrap stepping into the light in the cavern. Surprised, Tarantulas jumped around to face him.

"The rat!" he shouted.

"Yea, you got it," said Rattrap, "Now, what do you say you let my pal go?"

"Not a chance Maximal," growled Tarantulas, "Tarantulas, Terrorize!" Tarantulas quickly shifted to robot mode, but wasn't quick enough to draw his weapon as Rattrap transformed too. When Tarantulas did draw his rocket launcher, he fired a missile at Rattrap. Rattrap dodged the missile, causing it to hit and destroy a rock pillar. Rattrap hid behind a giant stalagmite and drew his own rifle. He leaned out and fired three shots, the first two went wide going nowhere near Tarantulas, but the third almost skimmed the machine. Tarantulas quickly covered the machine with his own body and returned fire. Rattrap ducked back behind the stalagmite holding out for better odds.

"Your in for it now Web Breath," groaned Cheetor, "Now my pal's gonna have you for lunch!" Tarantulas turned and aimed his launcher at Cheetor, shaking in anger as much as nervousness from losing his meal. Snickering, Tarantulas flipped the machine on full and turned back to Rattrap.

"Thorough Scan," he told his computer. A visor slid over Tarantulas optic visor and lit his vision to heated signatures in the cave. A green object appeared in his read field of vision. Without a second thought, Tarantulas fired another missile. Rattrap was blown backwards by the explosion, brushing the rubble off of himself as he stood. He ducked behind the rocks and thought for a moment. He needed a way to trick Tarantulas. Holstering his rifle, he opened the panel on his forearm. A small black box extended for Rattrap to pick out. Looking around, he noticed a clear enough path to another spot. Tarantulas focused his scan searching for Rattrap and noticed the small Maximal run from his hiding spot, trying to reach another. He lowered his rocket launcher and fired his machine gun-legs. All of the bullets ricocheted off of the rocks, narrowly missing Rattrap as he dove for his cover. Panting, he slid the box on the top of the rock and pressed the button. Pulling his rifle, he ducked away to circle around the other side.

"Where are you?" taunted Tarantulas, "Come out and play." Tarantulas chuckled when he noticed Rattrap's signature on his scanner. Loading another rocket, he approached the rocks, and leapt out pointing his blaster at the black box. Quickly withdrawing his visor, Tarantulas raised his optics in surprise. Examining the box, he didn't notice the rat come up behind him.

"Tsk, tsk, tsk," tsked Rattrap, "You fell for the ol' hot box." Keeping his rifle pointed at the spider, Rattrap lowered it down. Thinking he saw an opportunity, Tarantulas swung his blaster around, only for Rattrap to quickly shoot his right hip joint. With his leg blown off, Tarantulas was launched backwards. His blaster went off and shot the ceiling of the cave. He could only scream as the rubble rained down and buried him. With Tarantulas incapacitated, Rattrap quickly ran over to Cheetor and the power drainer.

"Don't worry kiddo," he said, "I'll have you outta here in a gif." He pressed the button on the console. The machine beeped a negative response.

"_Incorrect energy signature,_" responded the feminine voice of the Predacon computer. Groaning to himself, Rattrap pressed a few more buttons, causing the machine to respond again.

"_Unable to comply,_" it stated, "_Incorrect energy signature._" Rattrap started pressing several buttons on the console trying anything to shut it down. The computer kept repeating its previous statement, and went into high gear. Cheetor's life signs faded to dangerously low levels at Rattrap shook it in frustration. Finally realizing his only other option, he drew his rifle.

"I got'cher signature right here," he snapped and blasted the machine off the ledge, "Hoo hoo! How's that for your damn energy signature?" With the energy drain stopped, Rattrap leapt up with a jagged piece of metal and sliced the web. Cheetor slumped down into Rattrap's arms and weakly lifted his head.

"Hey, Ratface, what's the good word?" he asked, smiling. Rattrap hoisted Cheetor up in his arms and started to head towards the entrance of the cave.

"Game over, vermin!" growled Tarantulas, he stood on his remaining leg, steadying himself on a stalagmite with his left claw, "Give my regards to the Inferno!" Tarantulas aimed and fired his rocket launcher. The missile soared through the air at the two Maximals, but Rattrap was able to think quickly. He tossed Cheetor and leapt towards the edge of a small hill in the cave. Tarantulas' missile struck his web, and reacted with the warhead, setting the missile off. The explosion rocked the cave and started a cave-in.

"Oh no!" cried Tarantulas as he was once again buried in rubble. Rattrap carried the half-conscious Cheetor out of the cave and safely into the rocky plains surrounding the Predacon base. With his quarry lost, Tarantulas managed to free his head from the pile of rocks.

"I hate that rat," he muttered as a final rock landed on his head.

Later that night at the Maximal base, Rattrap and Cheetor finally returned and approached the bridge. Exchanging nervous looks, Rattrap finally spoke up.

"Hey, Fearless Leader, what's the haps?" he asked.

"Where have you two been?" asked Optimus turning to face the two wayward Maximals.

"Eh just hockin' around, Cheetor needed some activity," explained Rattrap, "You were kinda rough on him earlier. Everybody makes mistakes you know." Rhinox squinted his eyes at Rattrap in a knowing way of what actually happened. Cheetor smiled nervously at Optimus hoping he wouldn't see through Rattrap's fib. After a moment, Optimus finally spoke.

"Maybe you're right," he said, "I'm sorry Cheetor, I shouldn't have been so rough." "No, you were right Big Bot," admitted Cheetor, "But I won't do it again. From now on, this cat is a team player." Rhinox glared at Rattrap waiting for something, but it was Optimus who spoke first.

"Well, I'm glad to hear it," said Optimus, excusing himself, he turned back to the holo-console with Rhinox and Dinobot. Cheetor and Rattrap turned and headed back down the corridor.

"Hey, thanks for not tellin' on me about…" Cheetor began, but was cut off by Rattrap.

"Save it kiddo," he scolded, "The only reason I didn't tell Optimus about your little play-date with Tarantulas is 'cause he'd kick my sweet little pink butt too." Cheetor was taken back at Rattrap's words.

"And if you ever pull a stunt like this again, I will personally re-arrange your spots," threatened Rattrap, "Now, get outta my way. I got garbage to munch." Rattrap turned and started down the hall towards his quarters, Cheetor smiled as he watched him leave.

"And thanks for saving my life," Cheetor said, half to himself, "Pal."

**The End**


	4. Equal Measures

_Author's note: I do not own Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**Equal Measures**

An Energon storm raged in the distance far from the Maximal base. Optimus Primal sat nervously on a cliff ledge. The storm was getting worse as he watched. Energon charged lightning skimmed the skies, lighting the distance with a purple hue. Optimus cringed when a bolt struck the highest mountain peak and blew it open. The succeeding avalanche revealed a large cache of Energon, further aggravating the charged airways. Optimus stepped back from the cliff ledge and pressed his ear.

"Optimus to command center! Looks like we have to scrub the mission!" he shouted into his comlink, "Looks like we have one extremely ill wind is blowing our way!" His message was only met with static.

"Command center! Do you read?" he shouted over the wind. Grumbling when he got no response, Optimus started back towards the _Axalon._

Inside the _Axalon's_ hold; Rhinox was finishing his last touch on a large group of sensor posts. After fusing the last few circuits, he stepped back and pressed a button on the first scanner. The scanners hummed to life, and shrank down to their portable sizes. Rhinox sighed as he stood up.

"That does it," he sighed, "Survey posts are ready for duty. Any word from Optimus?" Rattrap sat at the console growled at the comm station.

"Not a flicker!" reported Rattrap, "This storm's trashin' the comlinks worse than usual. And that's bad enough." On the other side of the bridge, Dinobot was handling a cylindrical device, fiddling with its circuitry.

"This mission is too critical to be interrupted by a minor variation of weather," he growled, looking at the tools scattered in front of him, he snarled, "Who took the damn synchro-laser?" Cheetor smiled and turned around, holding the tool in his hand.

"Allow me," he said. Stepping over to the table, Cheetor fiddled with two circuits, but slipped and caused the anchors to detach and fall off of the table. Gasping at his fault, Cheetor stepped back, but Dinobot grabbed him by his torso plate.

"Why you hyper little…" he began his threat, only to be interrupted by Rattrap's panicked shout.

"The bomb!" he yelled as it rolled towards the downed lift. It rolled over the ledge and fell. Rattrap covered his optics, but before anything happened, the lift ascended with Optimus, holding the bomb.

"Is there a problem?" he asked coyly, tossing the bomb up into the air and catching it. Seeing there was no problem, Dinobot dropped Cheetor. He snarled watching the young Maximal walk towards the ape.

"Hey Big Bot," said Cheetor. He walked over and took the bomb from Optimus' hand.

"We're just lockin' down the ol' big ba-bang here," said Cheetor, "One last adjustment, and there. We're set to blast that Predacon base back into orbit, as space debris!" As Cheetor finished his sentence, the bomb started to shake and fizzle with electricity. Again Rattrap screamed and covered his eyes in anticipation. Shouting, Cheetor almost dropped the bomb, but was able to catch it and stop the timer before it began. Optimus sighed, and turned to the rest of his troops.

"Put it to bed," he instructed, "We're stalled."

"What?" asked Dinobot.

"You're kiddin'!" said Rattrap.

"What are you talkin' about?" asked Rhinox.

"Hey, it's just a crossed quasar circuit," explained Cheetor, "I can fix it."

"That storm'll hit us in about a mega-cycle," explained Optimus.

"A mega-cycle?" asked Cheetor, "Not a problem fellow beast. I can out run anything the skies can dish."

"Sorry Cheetor, it's too risky," said Optimus, "The position of those survey posts must be thoroughly calculated to avoid contact with any underground Energon deposits."

"I'm not just some dippy cub you know," said Cheetor, "I can handle this, try having some faith in me for once."

"As much as you'd like to think Cheetor," Optimus began, "This is not about you." Cheetor narrowed his optics and Optimus and stepped back. Turning around, he tossed the bomb to Dinobot before transforming to beast mode and stalking down the corridor to his quarters.

"And does it matter if we blow some Energon?" asked Dinobot, "Maybe it will take some Predacons with it. That is what we want, is it not?"

"This mission, Dinobot, is to gain tactical advantage by destroying their base," explained Optimus, "Defeating them does not mean we have to annihilate them. You seem to have trouble understanding that."

"What I understand is this," started Dinobot, "If situations were reversed, Megatron would spare the base, and annihilate US!" Rattrap and Rhinox exchanged worried looks and shook their heads.

"This eagerness of yours to slag Megatron is clouding your logic circuits," said Optimus.

"We are at war, Optimus, war," argued Dinobot, "I think it is your logic circuits that are clouded." Dinobot slapped the bomb against Optimus chest, turned around and stalked away, reverting to beast mode and he left the room.

"Optimus, dey're harmless little scanning relays," said Rattrap picking one of the disc shaped devices up, "All they're supposed to do it read Pred energy signatures, right Rhinox?"

"I'm with Optimus on this one," answered Rhinox taking the relay from Rattrap and carefully placing it back on the stack, "Energon's an untested variable. We gotta be careful." Optimus sighed and turned towards the control console.

Down the corridor, Dinobot stuck his snout into the open door of Cheetor's quarters. Cheetor acknowledged the former Predacon's presence without looking up.

"Come in," he said reluctantly, "Come to chew my tail for fritzing that bomb?"

"No, I am confident you can fix it," explained Dinobot softly, "Just as I am confident you can beat the storm and plant those survey posts."

"Well then you're the only one that thinks so," said Cheetor.

"Do not mind Optimus, to him you are a mere child, incapable of handling such an important tasked," said Dinobot, "Like you said, he has no faith."

"Yea, well I could show him a thing or two,"

"Then, why not do so,"

"What?"

"You have mapped every Energon deposit for five hundred meters, and your land speed is unequaled. In fact you are the only one who could pull off this mission," Cheetor's face lit up as Dinobot's words sank in.

The lift doors opened to accommodate the descending lift. Cheetor bounded off before it touched the ground. The storm was still furious in the night sky. Lightning flashed and thunder rolled, but Cheetor was undaunted. He ran forward using his beast form's advantage of speed, and headed towards the first marked coordinates for the survey posts. He leapt over a set of small boulders coming to the first marked coordinates. Quickly transforming to robot mode, he lifted his torso plate and pulled one of the scanners from his sub-space. Fiddling with the buttons, he extended it into its post mode and scratched an X in the dirt. Hoisting the post over his head, he jammed it into the ground. Pressing another button, he activated the post, and stepped back as it started spinning.

"All right, next one," he said to himself. Reverting to beast mode, he reared to leap and start running but a bolt of lightning struck near him and knocked him off of his feet. Shaking his head and standing back up he looked to the sky.

"Is that supposed to scare me?" he shouted, as if responding, another lightning bolt struck over his head, but didn't hit the ground, "Yup!" Cheetor bounded off and headed towards the next marked spot. Coming to the next location, he transformed and opened another post. He quickly staked it into the ground fearing the nearby exposed Energon deposit. After placing a few more survey posts, Cheetor came upon a crevice full of Energon crystals. Undaunted, he increased his speed, and leapt over the edge. He fell short of the edge by a few centimeters. Gripping the side with his large paws, he peered into the chasm.

"Whoa, talk about a nasty spill," he grumbled as he pulled himself up. The Energon hummed as another lightning bolt struck dangerously nearby. "Better keep moving." After regaining his bearings, Cheetor ran off to plant the last post. Coming to the last spot, he pulled out the last survey post and readied it.

"It's about damn time," he muttered, looking at the sky. The storm was getting worse. Holding the relay post over his head, Cheetor prepared to stake it down, but was blown off of his feet by a lightning blast. The survey post flipped through the air, and landed stake down several meters from its intended spot. The ground began to crack around him revealing an underground cache of Energon. The survey post began to surge with Energon, and began to resonate loudly. Cheetor lifted his head off the ground and looked around.

"Uh oh," he mumbled, "Energon, and it's gonna blow!" He quickly scrambled to his feet and ran up to the survey post. Gripping it with both hands, he tried to pry it free from the ground, only to receive and Energon shock. Stepping back, he narrowed his optics at the post.

The Predacon base was silent, except for Terrorsaur standing in the comm room. The pterodactyl was fiddling with the scanners, only to receive a screen full of static. His optics widened as the screen cleared and a blip started flashing.

"Say, perhaps and intruder?" he said hopefully. The screen began to pixilate and distort returning to a buzz.

"Ah slag, just storm interference," he grumbled, "Should've known no Maximal would be stupid enough to try anything on a day like this."

"Okay, so you wanna play rough eh?" said Cheetor to the survey post. He shook his fists at it like he was about to punch it. He touched it and received another electric shock. Growling, he finally grabbed it and started to yank, despite the shocks. Cheetor grunted trying to pull the post from the ground as a lightning bolt struck the post. Cheetor didn't notice the flash, or the glowing post. He didn't notice anything, until the post zapped him and made him disintegrate.

Terrorsaur stood at the comm console as it flashed to life and launched him off of his hover-platform and onto one on the adjacent side of the room. Cheetor sat on the console and looked around in surprise.

"Whoa, what's new pussy cat?" he said, "Did I get vaped, or is this…" Cheetor cut himself off when he noticed Terrorsaur approaching him, chuckling to himself.

"Welcome to the _Dark Syde_," he said with an evil tone in his voice, "Terrorsaur, Terrorize!" Terrorsaur shifted to robot mode and drew his pistol.

"Cheetor, Maxi…did that already," said Cheetor noticing he was already in robot mode. Terrorsaur cocked his weapon and fired. Cheetor leapt out of the way causing Terrorsaur's bolt to hit the screen. Cheetor's leap landed him very precariously on another hover-platform. It tilted to the side but stayed airborne. Terrorsaur laughed and fired another few shots. Cheetor pulled his quasar cannon and fired a shot off to the side, the momentum pushing the hover-platform upright and allowing Cheetor to get onto his feet. After righting himself, Cheetor fired a few random shots at Terrorsaur causing the Predacon to duck and weave his way out of Cheetor's line of fire. With Terrorsaur not firing at him anymore, Cheetor aimed and shot the control handle of the hover-platform. Terrorsaur leapt clear as the hover-platform fell. He landed hard on the floor beneath him. Cheetor took his opportunity and steered the hover-platform out of the main chamber. Before he could get out of the room, Terrorsaur recovered and started firing not at Cheetor, but at his hover-platform. Cheetor was able to dodge the first few blasts, but the last caught the underside of the platform. Cheetor was flipped off of the platform, barely catching another as he fell towards the lava below. He dropped his quasar cannon in his attempt to hold the edge of the platform. The gun fell below into the lava. Cheetor crawled himself up onto the platform, only to look up into the muzzle of Terrorsaur's blaster.

"I heard you were fast, Kitty," said Terrorsaur, cocking his blaster, "You don't seem so swift to me."

"Oh yea? Just wait 'til I get in shape!" said Cheetor, he quickly shifted to beast mode and pounced on Terrorsaur. Terrorsaur fell off of his hover-platform and fell onto the communications console. With a resounding electronic buzz, he disappeared in a bright flash.

"Whoa, cool," said Cheetor. He transformed back to robot mode, revved the platform and began to head away from the comm room. He heard a buzzing sound and turned to see Waspinator enter the room, carrying Scorponok.

"There he is, quickly, Terrorize!" commanded Scorponok. Waspinator dropped him onto a waiting platform. Scorponok transformed and revved the controls to follow Cheetor. Waspinator transformed and drew his stinger pistol. Both Predacons began firing their weapons at the young Maximal. Without his quasar cannon, Cheetor was at a discernable disadvantage. He bobbed the platform, ducking stingers, missiles and pulse lasers. One of Scorponok's stray rockets hit the ventilation shaft overhead and blew a large hole in it. Cheetor stuck his head in the hole and looked around.

"Hey, thanks for showin' me the way out lamers!" shouted Cheetor. He quickly converted to beast mode and leapt into the hole, escaping his pursuers, at least temporarily. Scorponok and Waspinator came to a stop under the shaft and stopped.

"Oh great, he's escaped into the ventilation system!" said Scorponok, "You'd better report this to Megatron."

"Me?" argued Waspinator, "You're second-in-command!"

"So, make it an order!" ordered Scorponok.

All was quiet at the _Axalon,_ except for a pulsing purple bolt. The bolt zig zagged into the communications array of the ship. Inside the bridge, the control panel began to surge with power. Terrorsaur materialized sitting on the panel, looking around confused at his surroundings.

"Where'd he go?" he demanded, realizing he was no longer inside the Predacon ship, "Where'd I go?" Terrorsaur jumped back as a brown, scaly snout suddenly appeared in his vision.

"Welcome to enemy arms, my former comrade," said Dinobot in a calm but threatening manner, "I trust you'll enjoy your stay. Dinobot, Maximize!"

"I don't know how you brought me here, traitor, but prepare to stain the deck!" shouted Terrorsaur. Dinobot quickly transformed and grabbed Terrorsaur by his head before the Predacon could make any sudden moves. As Dinobot squeezed Terrorsaur's head, he noticed the glowing console.

"Wait, could it be that an accident of technology and nature has created a teleporter?" asked Dinobot looking down, "Terrorsaur, perhaps a truce is in order?" Terrorsaur pondered Dinobot's though for a moment thinking back to his experience.

"A teleporter? Oh yea, so that's how that kid cat ended up in our base!" he finally realized.

"And you; here," said Dinobot, "Interesting development."

"Yea, yea, we could turn our truce into an alliance, Dinobot,"

"An alliance? To what end?"

"Think of the cosmic significance! Together we could overthrow these low grade metal knock-offs you've joined, and then rule the Predacons with two iron fists!" Terrorsaur thrust his fist into the air, only for Dinobot to raise his own and pound Terrorsaur's in a display of alliance.

"Nothing can stop us!" crowed Terrorsaur.

The main hold of the _Dark Syde_ was active with Scorponok and Waspinator still hunting for Cheetor. Scorponok stood underneath the vents on the opposite side of the room with his optic visor glowing red instead of his usually yellow. Waspinator flew towards him firing his explosive stingers into the vent hoping to herd Cheetor towards Scorponok. He continued on firing a stinger into every section of the vent. Cheetor, meanwhile, was running inside the vents trying to avoid the stingers. Though he was running fast, he was just a short step or two in front of the stingers. He rounded a hard right at a corner and started running faster. Below, Scorponok finally scanned him and readied his missiles.

"I have him, I have him!" shouted Scorponok firing the rocket into the shaft. The missile curved as it locked onto Cheetor's energy signature and turned towards him. Cheetor skidded to a hard stop when he saw the missile. He jaw dropped in horror. He turned to run back the other direction, only to notice that Waspinator had resumed firing his stingers into the vent.

"Shredded or sizzled," he muttered, "What a choice." Cheetor finally made his decision and turn back running towards Waspinator's stingers. He leapt over a stinger, narrowly avoiding being hit. Neither Scorponok nor Waspinator had realized Cheetor turned around as Waspinator kept firing his stingers into the vent. One of his stingers caught Scorponok's missile causing it to go off. The explosion roared through the vents blowing them out and sending the two Predacons and Scorponok's hover-platform crashing to the floor below. The platform exploded causing a lift platform to fall and block their way back into the main hold. The flames of the explosion roared through the vents after Cheetor. He quickly transformed and kept running in his humanoid form.

"Bullet train!" he screamed as he ran. He quickly came upon the fan at the end of the ventilation. Unable to go any further he jumped against the fan screen as it was blown off the wall in the opposite room. Cheetor slammed hard into the wall, relatively undamaged, but knocked half unconscious.

"Comin' though," he muttered before he fell off-line.

Dinobot and Terrorsaur, both in beast mode, walked through the _Axalon _corridors, chatting amongst themselves about the teleporter.

"So by merely coming in contact with the communications console, you initiated the teleportation?" asked Dinobot stopping in front of a hole in the wall of the corridor.

"Yup, that was it," said Terrorsaur, "Nothin' to it."

"Excellent, then I shall have no problem duplicating the procedure," said Dinobot, "Without you."

"Yea, wait, what?" asked Terrorsaur. Before he could do anything, Dinobot pushed him hard into the hole. Dinobot quickly spun around and slapped Terrorsaur with his tail, and turned back around stomping on Terrorsaur until he was stuck in the hole.

"Hey wait!" shouted Terrorsaur as Dinobot pulled the lever and closed the hatch over the waste disposal unit, "What are you doing? We're partners!"

"In case you haven't noticed, Needlenose," said Dinobot, "I am _not_ a team player." Dinobot pulled the ejection lever to the unit, launching Terrorsaur out of the _Axalon,_ with a loud flush, and over the horizon. Smiling, Dinobot turned to head back towards the comm room, only to run into Optimus.

"Dinobot, the survey posts are missing," said Optimus, "As is Cheetor. Do you know anything about it?"

"So that's what he was doing out there," Dinobot lied.

"What are you talking about?" asked Optimus.

"I overheard a Predacon communication. A lightning strike on the sensor posts has had the unexpected result of teleporting Cheetor to the Predacon base," explained Dinobot, "Regrettable, yes, for he has surely been destroyed by Megatron."

"No!" shouted Optimus.

"But take heart in the fact that, through the cat's ultimate sacrifice," Dinobot began, "We have been furnished with a way to defeat them!"

"How?"

"Somehow the relay posts, the storm and the Energon have all conspired together to create a teleportation device, connecting our comm room to theirs. We can beam the explosive right into the heart of Megatron's lair." Optimus, still distraught, considered Dinobot's proposal.

Back at the Predacon base, Scorponok and Waspinator had secured another hover-platform and resumed their search for Cheetor. They circled the hold, but couldn't find the young Maximal anywhere. Peering out from behind a large cooling unit, Cheetor ducked back as they passed. Still in robot mode, Cheetor ducked into a nearby computer room. Seeing a golden opportunity, he stepped up to the nearest console.

"Well, as long as I'm here I might as well roll with it," said Cheetor to himself, "Maybe figure some facts, like coppin' their maps of surrounding Energon deposits." Cheetor started with the console bringing the screen online. A large map of the plains between the Maximal and Predacon bases appeared. A representation of the underground Energon deposits appeared on the screen. Cheetor noticed something odd about the formation of the vein. He pressed and few more buttons.

"Hold it, show Maximal base perimeter," said Cheetor as the Maximal base appeared at the opposite end of the map, "Show surrounding Energon deposits." The map beeped as a white line squiggled across the screen. Crossing all around the screen, one vein ran under the Predacon base and across the screen to directly under the Maximal base.

"Oh, the same Energon vein runs under both bases," growled Cheetor realizing the Maximals' plan was going to fail, "An explosion at either base would destroy us all!" He pressed and few buttons and inserted a compact disc from a nearby stack.

"Make copy," he ordered the computer, "I gotta warn Optimus." When the disc ejected, Cheetor quickly tucked it into his sub-space.

"There he is!" shouted Scorponok. Cheetor quickly turned around to see the two Predacons standing at the entrance to the room. Scorponok quickly armed his rocket launcher and fired.

"Oh no!" shouted Cheetor. He quickly turned and began to run around the edge of the circular room. The missile locked onto him and followed his path. Cheetor circled the room once with the rocket trailing behind only a few inches, on his second pass, he turned and vaulted over Scorponok and Waspinator. Both Predacons turned to follow Cheetor.

"Wazzpinator will get cat-bot!" shouted Waspinator. The roar of the missile attracted the attention of Scorponok.

"Get out of the way!" he shouted, but before he could react, the missile hit and blew them both away.

At the _Axalon, _Dinobot prepared to place the bomb on the comm console. Optimus quickly came up behind him.

"Wait!" he started, slapping Dinobot's tail out of his face as he approached, "You're sure the Predacons will have time to evacuate their base?"

"Yes, they shall have thirty kliks," explained Dinobot, "Any more and they shall possibly be able to disarm it." Optimus lowered his head and sighed.

"Proceed," he said. Dinobot smiled and placed the bomb on the console. The console hummed as it charged the bomb with electricity zapped the bomb away.

Cheetor steered the hover-platform back into the Predacon comm room. The comm screen was sitting back upright and repaired. Tarantulas laid underneath the console finalizing the last of the repairs. Cheetor stepped off of the hover-platform and quietly snuck over to the console. Tarantulas did not notice the Maximal, simply mistaking him for Scorponok.

"Hand me that servo-wrench," came the voice from under the computer. Carefully, Cheetor placed the wrench in Tarantulas' claw. Cheetor smiled noticing a loose cable. He carefully gripped the cable's insulation and pressed the live end into the handle of the wrench. Tarantulas shrieked as the electricity coursed through his body. After a few seconds, Cheetor removed the cable and stepped back. Tarantulas was smoking from every joint and had entered stasis lock from the shock. Cheetor pushed the spider's blackened legs out of his way and stepped up to the console.

"Okay, let's take this kitty home," said Cheetor. He pulled the disc from his sub-space and tossed into onto the console. The console hummed sending the disc away to the Maximal base. Instead of just disappearing it was replaced by the bomb. Cheetor covered his optics from the flash.

"Holy cat's meow," he said, "It's the bomb." The bomb anchored itself to the console and began its countdown.

The Maximals at the _Axalon _covered their optics as the bomb disappeared and was replaced by the disc. Optimus quickly swiped up the disc and sniffed it.

"What the hell is that?" asked Dinobot.

"A data disc," answered Optimus, "And it has Cheetor's scent. Play this quickly." Optimus pushed the disc into the computer's slot bringing up the display.

"Oh no," he said.

Cheetor looked up and down the bomb's casing.

"Ah, they sent the bomb?" he said in disbelief, "I gotta get it outta here before it blows both bases!" Before Cheetor could to anything, Terrorsaur came up behind him and put his blaster up to Cheetor's head.

"Freeze freckles!" threatened Terrorsaur, "See Megatron, I told you, one bomb C.O.D." Megatron floated down on a hover-platform to the console.

"Do not attempt to escape young one, no," said Megatron, "Terrorsaur, disarm it." Terrorsaur quickly holstered his gun and opened the casing on the bomb.

"There's no time!" protested Cheetor.

"He's right," said Terrorsaur, "It's anchored down and ready to blow in twenty kliks!"

"I can release the anchors, let me at it!" said Cheetor. Megatron paused for a moment glaring at Cheetor.

"Come on!" Cheetor yelled, "You'd rather be slagged?"

"_Ten, nine, eight…_" said the bomb's computer entering the final phase of its countdown. Megatron finally made is quiet decision.

"Do it," he ordered. Cheetor elbowed Terrorsaur out of the way and stepped up to the bomb. His fingertip opened to a small clipping tool.

"Come on, remember me?" he asked, "Ol' Fumble Fingers?" Carefully, Cheetor clipped the wire releasing the anchors, but the countdown continued. Quickly, Cheetor tossed the bomb into the air.

"Go, go!" he shouted to Terrorsaur. Terrorsaur converted to beast mode and leapt into the air catching the bomb. The roof hatch opened to allow the pterosaur out into the open sky. He tossed the bomb away in its last seconds, but shrieked as he was caught in the blast. The base was unharmed. With the explosion threat over, Megatron turned back to Cheetor.

"And now for you," he said.

"Sorry, this cat's gotta scat," said Cheetor. He transformed to beast mode and leapt onto the computer console. The console buzzed ready to teleport Cheetor away.

"No!" roared Megatron. He quickly fired his laser cannon, but was too slow to clear. Cheetor disappeared into the console just as Megatron's blasts hit. The blasts destroyed the console, as Terrorsaur crashed landed, still charred from the explosion.

"Ah slag," he uttered.

Cheetor rocketed through the survey posts, carrying enough of a charge that destroyed the survey posts as he passed through. Finally he arrived back in the Maximal base to see all of his friends gathered, still staring at the Energon grid map.

"Hiya cats," said Cheetor, "Miss me?" Rhinox smiled and stepped away from the console.

"Hey Cheetor, we got your disc just in time," he said, "You saved us from ourselves. Thanks."

"Yea, you may have sure stepped in it kid," said Rattrap, "But ya came out smellin' like a rose."

"All part of being perfect," said Cheetor, smiling at Dinobot. The raptor growled and waved his hands in dismissal as he turned down the corridor.

"Sorry for disobeying your orders Big Bot," said Cheetor.

"You don't need to earn my respect Cheetor, you've always had it," said Optimus. Cheetor's ears perked up as Optimus kept talking.

"And you did end up saving the day, but be warned," Optimus continued, "If you ever pull a stunt like that again, I'll have your tail in a sling!"

"Okay, okay, I'll never do that again," said Cheetor, "Until next time." Cheetor turned and ran out of the room snickering as Optimus gave him an angry look. Rhinox and Rattrap started laughing at Optimus after Cheetor went past them to his quarters. Optimus finally gave up with his glare and smiled, joining Rhinox and Rattrap in their laughter.

**The End**

_Author's Note: Hope you're enjoying. Please R&R. Catch you later!_


	5. Chain of Command

_Author's note: I do not own Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**Chain of Command**

On the planet of the Beast Wars, shadows were cast as the second moon eclipsed the sun. Taking advantage of the darkness during the normal daylight hours, the Maximals, in beast mode, stood inside the massive circular stone structure they had discovered before their battle with the Predacons inside the Energon-filled mountain. Optimus Primal held a device in his dexterous digits scanning for any kind of energy signature. On a planet that was supposed to be uninhabited, this unnatural structure was of key interest.

"This isn't a natural stone formation," explained Rhinox, "Somebody, somehow, built this thing."

"Yea, well, uh, excuse my error message but," Rattrap said scratching his head, "I thought this planet was uninhabited."

"Something else is odd," said Optimus reading the scanner, "I'm getting an Energon reading, from underneath this pile of rocks." He gestured towards a large pile of boulders that was neatly stacked in a cone shape.

"Just like baitin' the mousetrap," said Rattrap, shuttering, "This place alternates my currents." Dinobot stepped past Rattrap further into the stone structure to examine the rock pile.

"You know, the Energon on this planet doesn't fit its geology," explained Rhinox, "Hard to believe it could have formed naturally."

"However it got here," said Dinobot, grunting as he lifted one of the stones free and dropping it on the ground, "We must remove it before the Predacons do."

"Ah Dinobot, that Predacon chip still ticks inside your traitorous hide," said Megatron stepping out from behind a pillar, "And I think we will take it, yes. No Energon crystal too small." With his introduction speech finished, Waspinator and Terrorsaur appeared beside him and transformed. Caught in the crossfire of the two fliers, the Maximals attempted to duck behind another pillar, but were cut off by Tarantulas and his machine guns. Splitting up, Optimus, Cheetor and Rhinox stepped around a different pillar than Rattrap and Dinobot.

"Oh man, your old friends don't miss a damn beat do they?" Rattrap snapped at Dinobot.

"Shut up and Maximize!" growled Dinobot, ignoring the insult. Both of the Maximals transformed and readied their weapons. Having already transformed, the other three Maximals stepped out from behind their pillar.

"Keep them away from the crystal!" shouted Optimus.

"Oh man, easier said than done!" shouted Rattrap. He fired a few pot shots at Scorponok, missing but tearing chunks from the rocks beneath his feet. Scorponok turned and readied his rockets to fire at Rattrap. Before he could fire, Cheetor rolled out from behind the rocks and fired, catching the Predacon in the chest plate knocking the Predacon off of the rocks and onto his face down on the ground below.

"Scratch one ugly bug!" shouted Cheetor. He turned hearing Tarantulas' evil laughter. Unable to clear his quasar cannon, Cheetor put his hands up ready to be shot. Before the spider could fire, a blast from Rattrap dropped him. Rattrap smiled and blew smoke off of his rifle. Cheetor smiled and gave his friend a thumbs up.

"Fliers incoming!" shouted Rhinox. Optimus fired his jets and headed into the sky after the two Predacons.

"They're mine!" he shouted. Arming his shoulder rockets, he fired and knocked Waspinator from the sky. Terrorsaur managed to barely avoid the missile. He fired towards the rock pile that contained the Energon signature. Optimus gasped in horror as the rocks exploded. The explosion sent all of the nearby Maximals and Predacons flying. When the smoke cleared, the Energon crystal began to resonate loudly from the shock wave.

"Terrorsaur, you idiot! You released the crystal's energy!" roared Megatron, "It is useless to us now! Back to base!" Following their leader's command, the four Predacons returned to beast mode and started to run back towards their base. The Maximals regrouped near the structures entrance.

"Beast modes Maximals!" instructed Optimus, "Prepare for Energon waves!" The crystal began to resonate louder as it gathered energy. The five Maximals ran as fast as they could from the screeching crystal. Instead of exploding, the crystal flashed brightly, causing the stone structures to glow. Hiding behind a boulder, the Maximals covered their ears when the center of the structure fired a beam into the sky, beyond the atmosphere of the planet. The beam continued far into space away from the planet, to parts unknown. Once the beam died down, the Energon crystal disintegrated, leaving the structure scorched and blackened, but the Maximals were unharmed.

"Like I said," Rhinox muttered, "Those stones aren't natural."

"What in the hell was that?" asked Cheetor.

"Looked kinda like a signal," explained Rhinox, "But to who?"

"Perhaps we'll learn the answer," said Optimus, "Someday."

Deep in space, a small pod emerged from a warp. The small pod floated on its way down to the planet, and entered the atmosphere. The first to notice the pod's decent, were the Predacons.

"Fliers, incoming stasis pod!" said Megatron to his troops, "Plot vector to crash point!"

Inside the _Axalon_, the Maximals discovered the pod as it descended.

"It's got the wrong profile for a stasis pod," Rhinox explained, "But it isn't a meteor either."

"Prime," said Optimus in a nervous tone, "Where's it headed?"

"Right for the standing stones," answered Rhinox.

Optimus and Dinobot approached the standing stones under cover of the night.

"Looks like somebody answered the call," said Optimus upon spotting the kernel-shaped pod, "But who?" Before Dinobot could respond, a stinger missile hit Optimus in the chest and knocked him flat.

"Ambush!" roared Dinobot. Waspinator descended from the sky as Megatron stomped up behind him.

"Whatever this fascinating device is," explained Megatron, "We, Predacons, claim it as our own, yes." Dinobot snarled at his former leader and bared his teeth. Both dinosaurs transformed to their robot modes and readied their weapons. Optimus groaned and stood to his feet, but didn't transform. Before any shots could be fired by either side, the pod started to glow. It began to resonate loudly like an unstable Energon crystal. The four warriors stepped back from the pod as it began to glow brighter and resonate louder. Without warning, the pod launched a shock wave. Similar to an Energon surge, the wave affected Megatron, Waspinator, Optimus and Dinobot. The four struggled as the wave overtook their major circuits and sent them into stasis lock. Optimus Primal could only scream as the fired a small beam at him. The flash that accompanied the beam made Optimus disappear. Only Dinobot was conscious long enough to see what happened.

"Optimus…" he groaned weakly before he fell off-line.

Dinobot awoke in a daze. He could barely make out what he saw, but as his sight returned, he began to panic. He was in some sort of chamber, with three Maximals standing at the opening, ready to torture him, or worse.

"Maximal torture chamber!" he shrieked in horror. With his Predacon instincts taking over, Dinobot leapt from the CR Chamber, tackling Rattrap and knocking him down. Jumping away, he landed on the holo-table in the center of the bridge. Turning around, he snarled at the Maximals in an open challenge.

"Easy, easy, power down!" said Cheetor, "You're on our side, remember?" With his wits finally returned to him, Dinobot calmed down once he recognized where he was.

"Affirmative," he said sheepishly.

"And Maximals don't have torture chambers," added Rattrap, "All though, you know, I could get behind dat idea."

"How…how did I get back here?" asked Dinobot, still a little woozy.

"We found you dumped in front of the entrance to the command base," answered Rhinox, "Scrapped down and alone."

"Aw, just like an innocent orphan in a "B" movie," remarked Rattrap.

"Optimus?" asked Dinobot after hearing that he was alone when returned to the base.

"Yea, we were hopin' da innocent orphan baby could tell us what happened to Optimus," said Rattrap. Turning away from the other Maximals, Dinobot stared into the computer screen.

"Optimus Primal was terminated," answered Dinobot. While Cheetor and Rhinox gasped in horror, Rattrap squinted his eyes in suspicion.

"An alien probe has landed at the standing stones," explained Dinobot, "It emitted an energy pulse during Optimus' transformation. He vanished."

"Wait a minute," interrupted Rhinox, "Why was he transforming?"

"It was a Predacon attack. We have no time for further analysis now," said Dinobot giving an answer, "We must make another attempt to secure the probe before the Predacons. Rattrap, come with me."

"Whoa, whoa, whoa, whoa, whoa, wait, standby here," said Rattrap, "Who died and made you Prime, Scaleface?"

"Optimus is most certainly scrapped," said Dinobot, "And I, as the most powerful of the group, shall replace him. Anyone who disagrees may challenge me now." Dinobot quickly transformed and drew his weapons in anticipation of a challenge. Rattrap stepped up to the much taller Dinobot and put his rifle to Dinobot's chin.

"You are messin' wit da wrong damn mouse, Chopperface," threatened Rattrap. Rhinox quickly stepped between the two and pushed them apart.

"Wait, we're not Predacons here," he said, "We'll settle the chain of command through traditional Maximal fashion, by secret ballot."

Megatron emerged roaring in both pain and rage from the CR Tank. Waspinator was lifted from the adjacent tank as Tarantulas, Scorponok and Terrorsaur stood around.

"Megatron back, Megatron back! Scorponok alone with Tarantulas and Terrorsaur, very bad!" babbled Scorponok incoherently.

"You and Waspinator were returned to us badly damaged," said Tarantulas calmly stating what Scorponok was trying to say.

"Yes, I remember now. Optimus, Optimus Primal terminated," said Megatron, "Quickly, Scorponok, you and Waspinator get back to the standing stones and guard that probe!" Bowing Scorponok and Waspinator turned and left the room.

"As for the rest of us, this is a perfect opportunity, yes. I know just how the rest of the weakling Maximals will react to Optimus' death," said Megatron, "Confusion, bickering, recriminations. The perfect opportunity for a surprise attack, yes."

Rhinox shifted through four blips on the small computer screen.

"One vote for Rattrap, one vote for Dinobot, another vote for Rattrap and…" he said, reading aloud the last blip, his voice fell disappointed, "Another one for Dinobot, it's a tie."

"Hey! Which one of you traitors voted for the Predacon?" demanded Rattrap.

"It's a secret ballot," explained Rhinox, "No one has to say who they voted for." Dinobot began to laugh at the three Maximals.

"Great system, your democracy," said Dinobot, "No mechanism to break a tie."

"Some power play leather lips," said Rattrap, "You know, I'm startin' ta wonder if that probe had anything to do with Optimus' disappearin'." Growling, Dinobot flipped the holo-table out of the way.

"I've heard enough from this scrawny thief!" he roared, "I will break the tie and be your leader, by force if necessary." Without warning, he blasted Rattrap with his optic beams and knocked him across the room into the lift door. He turned to Rhinox and Cheetor, but a voice caught his attention and stopped him.

"_Maximal base, come in, are you receiving?_" said Optimus' voice from the comm station, "_Maximal command base, this is Optimus, do you read?_" Rhinox approached the comm and picked up the microphone.

"Optimus? Optimus this is Rhinox, where are you?" said Rhinox into the mic.

"_Hard to say, as near as I can figure, I have no body,_" explained Optimus, "_My consciousness is intact, but my physical molecular structure is being stored and scanned inside the alien probe._" Rattrap stepped up to the mic and shoved Rhinox back.

"We'll come and get you," said Rattrap, "Just stay static."

"_Just beware of a Predacon attack. They'll be after you now that you're outnumbered,_" said Optimus, "_Rattrap, you're in charge. I'm sure you worked out the chain of command peacefully._" Rhinox patted Rattrap on his shoulder in congratulations. As if Optimus had been foreshadowing, the base shook and the alarms blared from Predacon missile fire.

"Well you're right about one thing," said Cheetor, "We're under Predacon attack!" The monitor screens lit up revealing Megatron, Terrorsaur and Tarantulas attacking the base.

"Well commander?" said Dinobot mockingly, "What are your orders?" Rattrap fumbled over himself trying to think of what needed to be done.

"Well uh, we're scrapped if we stay inside," said Rattrap, "Prepare, uh, for a sortie!"

"A frontal attack?" Dinobot questioned, "Pure madness."

"No, Rattrap's right," said Rhinox, "We'll be buried in here, let's go!" Rattrap stopped Rhinox in his tracks as he headed towards the lift.

"No Rhinox, you get to work," said Rattrap, "We need a device that'll extract Optimus from that probe." Rattrap turned and joined Cheetor and Dinobot on the lift descending out of the base.

"Oh no," uttered Rhinox.

Megatron, Terrorsaur and Tarantulas continued their assault against the base. The shields held firm, but were rapidly draining. The Maximals stepped from the descended lift and readied their weapons. The Predacons focused their fire once the Maximals were in sight. The blasts caused smoke to billow up. Megatron snarled as the Maximals, completely unscathed, ran towards them.

"So, they've come to meet their death, face to face," said Megatron charging at Dinobot. Dinobot met Megatron's charge with a flying kick to the face, sending Megatron sprawling. Cheetor and Rattrap charged Tarantulas and Terrorsaur firing their weapons. The two Predacons help their ground and returned fire. The amount of fire from Tarantulas and Terrorsaur caused Cheetor and Rattrap to dive for cover behind a rock.

Inside the base, Rhinox was busy working on the device.

"Make a device to extract physical molecular structure from an alien probe?" Rhinox said to himself, "Man, I've gotta be a miracle worker!" A stray shot shook the base causing Rhinox to drop the device on the floor.

"Oh no," he said covering his face with his hand.

Megatron had recovered from Dinobot's attack and stood ready for a duel. Dinobot motioned to begin the duel. Megatron stepped up and began to swing his claw to catch Dinobot's sword. Dinobot pushed Megatron back and swung with his sword, missing, but catching him with a backhand. Megatron knocked the sword away and swung his dinosaur head. Dinobot ducked and punched Megatron hard in the lower torso plate. Megatron doubled over opening the way for Dinobot to hit him in the face with his knee armor. Backing away, Megatron was too slow to avoid the furious assault of punches to his face and chest from Dinobot. Rattrap ducked down from a blast from Terrorsaur. Turning back, he noticed that not all the fire was concentrated on them, but the ship as well. The shields began to fade as an alarm sounded. Rattrap focused his vision on the main circuit battery; the power levels were almost empty. Turning back, he joined Cheetor in a rapid fire session at the Predacons. Tarantulas and Terrorsaur dove for cover at the sudden amplification of firepower.

"Dinobot, the shield circuitry's hit!" shouted Rattrap, "Get it back online!" Dinobot was lying on his back, trying to push Megatron's tyrannosaur jaws away from his face.

"I am currently engaged!" he yelled back.

"That's an order!" shouted Rattrap, "One more missile hit and our shields are gone for good!" Megatron smiled after hearing Rattrap's shouting. He began to swing at Dinobot much more viciously than before. Dinobot couldn't break away long enough to get to the shields.

"Come on please?" said Rattrap, finally giving up; he turned to Cheetor, "Cover me kid!" Cheetor didn't respond, but nodded and kept firing. Rattrap took off for the ship. Terrorsaur, flying high overhead, fired one more missile at the base. Rattrap raced past Megatron and Dinobot on a straight bee-line for the shield circuit. Terrorsaur fired one more volley at the base and smiled.

"Not this time!" said Rattrap. He quickly dove towards the lift, firing one shot at Terrorsaur as he rolled. Getting to his feet just in time, he slammed his hand on the circuit and rebooted the shields just before Terrorsaur's missiles hit. Terrorsaur shrieked when he noticed he failed, and shrieked again when Rattrap's blast hit him. Megatron had gained the upper hand in his duel with Dinobot. He was holding both of his arms back ready to crush them. Dinobot finally growled and blasted Megatron in the face with his optic beams. Megatron released Dinobot's arms and went flying back from the blast. He came to rest next to Tarantulas.

"I suggest we retreat Megatron," said Tarantulas, "The true prize, and reinforcements, await us at the standing stones."

"Yes, the alien probe," said Megatron, "Withdraw at once!" The Maximals regrouped and kept firing at the retreating Predacons until they were out of range. The battle had taken its toll on the Maximals as their bodies began to surge with Energon.

"We've been in robot mode too long!" said Rattrap, "Beast mode!" Obeying, Cheetor and Dinobot transformed back to beast mode and relaxed.

"Like we needed you to point that out," muttered Cheetor.

"Well, at least they're gone," said Rattrap.

"You were selfless in putting that shield back online," said Dinobot, "I ought to have followed your command I... am dishonored."

"Ehh... next time," said Rattrap. The Maximals turned back to the base to check on Rhinox.

The probe sat still in the same place it had landed before. The four Maximals transformed before it. Rhinox held up his device.

"I don't know if this thing's even going to work," said Rhinox, "But it's as ready as it's ever gonna be." Rattrap sniffed the air nervously.

"Eh, it's too quiet here," he said, "I thought for sure the Predacons would be makin' for the probe by now." Megatron stepped up behind the Maximals, flanked by his troops.

"Excellent prediction, Commander Rattrap," mocked Megatron, "Let's see how you fare on the battlefield!" The Predacons opened fire on the Maximals causing them to dive behind the probe for cover.

"Rhinox, get Optimus out of that probe!" shouted Rattrap between bursts from his gun.

"Optimus, can you hear me?" Rhinox said to the probe.

"_Loud and clear big guy,_" came Optimus' response from the probe.

"I'm going to try and extract you, hold on!" said Rhinox activating his device. Megatron motioned for a flanking maneuver to Waspinator. Waspinator saluted and ran back behind the stones behind the Maximals. Rhinox grunted when the extractor failed.

"It's not working!" he growled, trying to readjust the machine. Waspinator crept up behind the Maximals, unnoticed.

"This whole place is full of stable Energon radiation from the probe," said Rhinox, "Like this whole place is a single device." Waspinator stepped out from behind the pillar and began to sneak up behind Rhinox. The large Maximal tilted his head up and noticed Waspinator's reflection in the probe's shiny surface. Wasting no time, he drew his chain gun and turned around unloading the entire clip into Waspinator's torso plate. Waspinator began to whine and fall to pieces from the hailstorm of bullets. His computer started to sound an alarm as his vision failed and his Energon dampers began to malfunction. Backing away, badly damaged, he ran into one of the pillars and started some kind of reaction. The standing stones all began to glow as they had once before.

"Hey, this whole place is a single device!" shouted Rhinox in realization. The probe began to vibrate. It opened like the petals of an evil flower. Inside the center device opened and fired a yellow ray into the air and from the ray, materialized Optimus Primal.

"Guess who's back, and feelin' Prime," said Optimus. Quickly using the Predacons' awe, he fired his wrist cannon knocking the four remaining Predacons off of their feet.

"Way to go Optimus!" shouted Cheetor. Megatron recovered and stood to his feet.

"The probe, and the day, is yours Optimus, yes!" said Megatron, "Just beware not all aliens are beneficent." Turning away, the Predacons transformed and left.

"You commanded well in my absence Rattrap," commended Optimus.

"Eh, commands a pain in the ass-plate," said Rattrap, "Especially with this pack of hyenas. You can keep it."

"I'm more concerned about this probe right now," said Optimus. As if hearing him speak, the probe faded away and disappeared. All of the Maximals turned and dropped their jaws.

"What the spotted hell was that all about?" asked Cheetor.

"I don't know," answered Optimus, "I supposed they learned what they needed to know about us."

"Yea, they know we've got destructive capabilities," said Rhinox, "And reasoning power."

"But why would they want to know?" asked Dinobot, "And more importantly, who are they? Friends, enemies, or... something more?"

"Good question," said Optimus, "I wonder when we'll find out." The Maximals all stared up into the sky wondering what was coming next.

**The End**

_Author's Note: This is obviously the origin point of the Vok storyline. With some of the original stories I have planned, especially the extras to be added after the third season, I will expand on the Vok mythos introduced after Beast Wars originally ended. _


	6. Power Surge

_Author's note: I do not own Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**Power Surge**

The sun started to shine over the horizon. A majestic bald eagle flew high in the sky. It shrieked allowing the world to know of its presence. The eagle banked in the sky heading down towards the ground. Before it had a chance to dive towards the river for its morning meal, it was grabbed in mid air by a giant red pterodactyl. The pterodactyl swallowed the eagle in one gulp as he banked through the mountains.

"Ah, it's good to be a Predacon," said Terrorsaur belching after his meal. Terrorsaur flew out of the canyon higher into the sky, until something drew his attention.

"What the hell?" he said to himself in disbelief. Somehow a mountain was floating many miles above the ground. The rocks that had fallen from it were caught in a gravitational pull keeping them afloat. Terrorsaur turned and flew towards the mountain. Once inside the cavernous opening at the top, he noticed the reason. Energon had been woven into the rocks throughout the entire mountain. Inside the center of the mountain was a gigantic cache of Energon, more than Terrorsaur had ever seen.

"Power…this rock's alive with it!" he said in awe, "So much Energon. It's enough to power an army!" Though the mountain was full of it, the Energon resonated as though it wasn't entirely stable. Terrorsaur descended towards the crystals.

"I…I have to chance a scan, Terrorsaur, Terrorize!" he squawked. Transforming, he dropped down into the pit and looked up at the humming crystals. No more than a few seconds in robot mode and Terrorsaur began to surge with energy.

"_Danger, Energon surge,_" reported Terrorsaur's computer, "_Return to beast mode or stasis lock is imminent._"

"I must work fast," Terrorsaur said, "A small sample will do." Reaching out for a crystal, he was given a charge and sent sprawling back. He landed in between a pair of crystal pillars and began to charge with Energon. Crowing in pain, his body winked in and out of existence as the power coursed throughout his circuits. After the charge subsided, Terrorsaur stooped over in pain, but was still functional. His body was larger and his voice was deeper to his audio receptors as he huffed. A pattern of red electricity charged his circuits instead of the usual blue Energon charge.

"The Energon has been directly absorbed into my super structure," he acknowledged. Laughing manically, he came to realize something has sat in the crystals.

"I've never felt such power, I'm invincible!" he yelled throughout the mountain, but then he realized something, "Megatron." Realizing that his power was impossible to compare to anyone's, he fired his rockets and took off for the Predacon base.

Far from the mountain by the canyons, Cheetor observed the mountain in the sky. He gasped as he saw the now super-charged Terrorsaur fly by at super sonic speed. Terrorsaur's mind was set on Megatron, and he was moving too fast to even notice Cheetor, but the young Maximal noticed him.

"Jumpin' Gyros,I've never seen Terrorsaur move that fast," he said, "But he won't leave me in the dust!" Cheetor took off at full speed headed towards the Predacon base, careful to trail Terrorsaur just far enough away.

High atop a mountain just around the perimeter of the _Darksyde_, the rest of the Predacons gathered around a floating target box.

"I've programmed this target box with the Maximals' energy signatures," explained Megatron, "Now watch." The target box floated away from the Predacons, hovering over the rocks. A newly placed auto-gun weapon rose from the rocks and targeted the box. It fired and destroyed the box. The Predacons cackled in glee.

"Excellent," said Megatron, "With a few more of these in place, this area will become a death trap for the Maximals, yess." The sound of a jet engine and squawk of Terrorsaur echoed through the volcanic valley drawing the Predacons' attention.

"That's just the kind of plan a damned cowardly lizard like yourself would conceive of Megatron!" squawked Terrorsaur, "Which is why I am assuming command of the Predacons!"

"What?" said Scorponok in disbelief.

"I thought you had already learned your lesson about challenging me, Terrorsaur," said Megatron calmly approaching the flying Predacon.

"Today, I'm the teacher!" said Terrorsaur, "If you have the courage!"

"Very well, I could use some amusement," said Megatron. He transformed to robot mode and fired his hip-mounted cannons. Terrorsaur greeted the missiles, and emerged unscathed without a scratch. Cackling and floated back towards Megatron.

"That was amusing!" laughed Terrorsaur as he armed his shoulder cannons, "And so is this!" As Terrorsaur fired the cannons, Megatron tried to dodge the blasts and was knocked off of his feet. A blast finally hit Megatron in the torso plate and knocked him off the top of the cliff to a smaller landing below. Megatron's joints strained and sparked as he tried to stand up after the fall. Tarantulas, Scorponok and Waspinator peered over the edge trying to see the rest of the battle.

"Terrorsaur, you treacherous worm," growled Megatron, "I'll finish you forever!" Megatron slowly charged Terrorsaur straining his damaged joints.

"I don't think so," said Terrorsaur drawing his plasma rifle. He fired blast after blast at Megatron. Megatron's body began to fall apart from the blasts. After a final blast, Megatron's body fell off the cliff and slammed every ledge, falling apart every time he hit the ground. After the fall, the only thing left in recognizable condition was Megatron's torso. His armor was damaged spilling out wires and leaking mech fluid. After a gargling sound escaped his vocalizer, Megatron fell off-line into stasis lock. Terrorsaur stood at the top of the cliff laughing at his handy work. The other three Predacons stared in disbelief at the defeated Megatron.

"Megatron is destroyed?" asked Scorponok.

"Wazzpinator does not believe it!" cried Waspinator.

"Terrorsaur has never had that much power," observed Tarantulas. Terrorsaur returned to his comrades at the top of the cliff side.

"Megatron is scrapped, yes. I am your leader now!" shouted Terrorsaur, "Does anyone want to fight about it!" The three arthropod Predacons backed away.

"I'm good," said Scorponok.

"Nope," said Tarantulas.

"Not me," added Waspinator.

"Good, then charge yourselves for battle!" ordered Terrorsaur, "The Maximals will be the next to taste my power!"

Out of sight of the Predacons, Cheetor had observed the entire battle.

"Ultra bad," he said in disbelief.

Terrorsaur cocked his weapon and pointed at his new troops.

"These are my orders!" instructed Terrorsaur, "Waspinator and I…" Terrorsaur's order was cut off as his body began to depower. The red charge around his body faded back to the normal blue Energon overcharge. His voice returned to normal with a slight scratchiness to it.

"Is something wrong Terrorsaur?" asked Tarantulas rubbing his pedipalps together. He appeared to be the only one to notice anything wrong.

"Self diagnostic," Terrorsaur whispered to his computer, "My circuits only."

"_Energon drain, power levels at fifty percent,_" reported the computer, "_Stasis lock imminent. Transform immediately._" Trying to keep from doubling over in pain, Terrorsaur turned towards the Predacons.

"I must see to something before the attack," said Terrorsaur pausing in between words, "Tarantulas will command until I return." Terrorsaur ran towards the cliff edge and leapt off quickly transforming to beast mode and heading back towards the floating mountain.

"What does he mean you're in command?" growled Scorponok, "I am second-in-command!"

"So command!" said Tarantulas dismissing Scorponok and heading down the cliff. Waspinator hovered into Scorponok's view and awaited orders.

"Well?" he asked.

"Well what?" asked Scorponok.

"If you're second-in-command," Waspinator began, "what is your command?" Scorponok peered down the cliff edge at the destroyed form of Megatron.

"Prepare the restoration module," he ordered, "We must salvage our true leader!" Waspinator nodded and started back towards the Predacon base while Scorponok headed down the cliff to salvage Megatron.

Cheetor ran as fast as he could across the plains back towards the Maximal base. He was out of breath but was not stopping until he reached the entrance. Inside the base, Rhinox observed the blip moving towards the entrance.

"Cheetor's coming in at top speed," reported Rhinox, "Better open the hatch." Rattrap was uninterested. Instead he was playing a holo-card game against the computer.

"Yea, yea, just let me finish this hand," said Rattrap, "I'm in with this stinkin' 'puter for half a million." Optimus Primal walked over and pressed a button, shutting down the card game.

"Aw, Optimus!" whined Rattrap.

"Cheetor wouldn't be moving this fast unless he has something important to tell us," said Optimus. The sound of the hatch slamming shut echoed through the base as Cheetor came bounding into the bridge. He could barely stop on the metal floor as he slid into the room.

"Big Bot…Predacons…attacking…Megatron scrapped, Terrorsaur…power source…mountain, floating…" said Cheetor breathing too heavily to speak coherently.

"Calm down Cheetor," said Optimus, "Better transform." Cheetor inhaled deeply and transformed quickly, still huffing but no longer panting hard.

"Now tell us, slowly," said Optimus. Cheetor took a deep breath and began to report.

"All right, Terrorsaur's leading the Predacons now," reported Cheetor, "He's going to attack our base!" Rattrap and Rhinox turned and gasped at the report.

"What about Megatron?" asked Optimus.

"Terrorsaur scrapped him like he was a maintenance 'bot!" said Cheetor, "He must've found some major Energon source on that floating mountain."

"Floating mountain?" asked Rhinox.

"I knew it, you got your circuits crossed," said Rattrap, sliding his chair up to the holo-table and standing next to Cheetor, "Even on this weird dirt ball, mountains don't fly."

"Not fly, float," said Cheetor shoving Rattrap away, "It's true Optimus. Terrorsaur flew away from it faster than I've ever seen him move." Optimus quickly turned to Rhinox.

"Rhinox, intensify perimeter scan and see if you can get through to Dinobot," ordered Optimus, "I want the Predacons spotted. Now where did you see this floating mountain?" Cheetor pointed to a spot on the projection.

"Right here," he said.

Terrorsaur flew slowly towards the mountain. His power reserves were very low, but he wasn't giving up.

"The Energon must be unstable, I need more of it," he grumbled to himself, "Enough to finish off the Maximals for good." Down below out of Terrorsaur's view was Tarantulas. The spider followed the dino-bird towards the floating mountain intent on finding Terrorsaur's secret.

"That's right, lead me to your secret," said Tarantulas, laughing, "Then we'll see who commands who!"

Rhinox followed a red blip on the holo-screen that was heading towards the location of the floating mountain.

"Looks like two of 'em," said Rhinox.

"Patch it into the map grid," said Optimus. Rhinox pressed a few buttons and brought the map grid over the projection.

"Looks like Terrorsaur and Tarantulas, wha?" said Rhinox as the projection flickered.

"Hey, what's goin' on?" asked Rattrap.

"Energon interference," answered Rhinox, "They must be near a large concentration of it." Optimus pressed a button on the console and brought up a localization map. The mountain appeared exactly as Cheetor had described it.

"A mountain of it," said Optimus.

"Told ya, rat-breath," said Cheetor.

"Hey, if you ask me, you and Optimus both need to be de-bugged," snapped Rattrap.

"You know it's possible," said Rhinox, "If the Energon was unstable enough, and there was enough of it, it could lift a mountain."

"My thoughts exactly," agreed Optimus, "Rattrap, rig for demolition and meet me at the roof hatch in five cycles."

"To do what?" asked Rattrap.

"To destroy that mountain before the Predacons try to secure it," answered Optimus, "Rhinox, set the defense grid on maximum. And try to get ahold of Dinobot and warn him about Terrorsaur."

"Aw damn it, it's always sumthin'," complained Rattrap.

Terrorsaur, exhausted, finally made it to the mountain. He flew into the crater, perching to regain his breath. He did not notice the gigantic purple spider below him.

"Tarantulas, Terrorize!" Tarantulas quickly transformed and almost immediately began to surge with Energon.

"_Warning, Energon levels in danger zone,_" warned his computer, "_Stasis lock will commence in five cycles._" Tarantulas cackled at the report.

"More than enough time," he snickered. Drawing his grapple launcher, Tarantulas fired a cable to the bottom of the mountain. He returned to beast mode and began to climb up the cable still snickering to himself.

Optimus flew through the air towards the mountain's coordinates. Rattrap clung to his back, terrified of the height.

"Man, oh man, if I wanted to fly, I'd have become a damn bat not a rat," groaned Rattrap.

"It was the fastest way," said Optimus, "And will you stop wiggling!"

"I really hate this!" whined Rattrap as Optimus soared through the canyon.

"Calm down, we're here," he reported upon seeing the mountain. Rattrap whistled in awe.

"I guess I owe the pussy cat an apology," said Rattrap. Optimus banked to the mountain and landed on the first ledge near the top. Rattrap hopped off of his back and kissed the ground in relief. Optimus' body began to surge with energy in the close proximity to the Energon.

"_Danger, Energon surge,_" reported Optimus' computer, "_Return to beast mode or stasis lock is imminent._" Optimus heeded the computer's warning and reverted to beast mode. The two Maximals slowly entered the mountain through the open canyon in the side. Optimus looked around in awe.

"Cheetor was right, this mountain is brisling with Energon," said Optimus, "We'll have to use our robotic forms sparingly." Rattrap followed Optimus closely sniffing the rock as he went.

"Let's just blow this joint and go home!" he whined, "This Energon is as unstable as Rhinox thought." He stopped in his tracks and started to chitter. Terrorsaur descended into the crater. He unfolded into his robot mode and began to surge with the unstable Energon.

"Now to regain my power," he said reaching out to grab the same pair of crystals that supercharged him before. He shrieked as the power coursed through him and charged his body with the Energon again. The electric surge became red again as he completed his charge.

"Yes, yes, yes!" yelled Terrorsaur in his deep voice. He began to laugh evilly. Optimus and Rattrap peeked over the ledge of the canyon.

"Uh oh," said Rattrap, "This is bad." Terrorsaur continued to cackle in his triumph.

"Now what; Fearless Leader?" asked Rattrap, "That Pred looks like he could eat tyronium."

"Look, his circuits can't hold a charge like that for long," said Optimus, "I'll lead him away. You set the charges and I'll come back for you in four cycles."

"And suppose he blasts you into itty bitty pieces like Megatron," said Rattrap, "It's a long way down."

"Sure is," said Optimus.

"I hate a wise-ass," said Rattrap as Optimus climbed over the ledge.

"Optimus Primal, Maximize!" said Optimus. He stepped out of his cover as he transformed.

"Optimus," said Terrorsaur, "How nice of you to save me the trouble of hunting you down."

"Let's do it," said Optimus. He fired his rockets and flew out of the canyon with the angry Terrorsaur in hot pursuit. Optimus lead Terrorsaur away from the mountain, dodging his fire all the way. Optimus flew around and underneath the mountain trying to dodge the missiles. He weaved through the floating rocks trying to use them for cover. He ducked underneath a rock as Terrorsaur flew overhead losing track of Optimus. Once Terrorsaur was past him, Optimus armed his wrist cannon and fired. Terrorsaur turned and took the blasts in his torso plate. The concussive force knocked him into the rocks behind him, but otherwise did not damage him.

"Now you've made me mad!" he growled. He began firing his shoulder cannons in rapid succession. Optimus barely dodged as the rocks behind him exploded in a shower of pebbles.

Rattrap started making his way into the canyon. He was still uneasy about his mission. He quickly transformed and began to surge with energy.

"Man, with all this Energon around I'm gonna have to work fast," he said to himself.

"_Danger, stasis lock imminent,_" said Rattrap's computer.

"Yea, shaddap," said Rattrap to his computer. Walking over to the center of the canyon, he opened the panel on his forearm. Arming the bomb, he placed it on one side of the crystal. Opening the other panel, he armed his second bomb and placed it on the opposite side. Quickly reverting to beast mode, Rattrap sighed in relief.

"Now, if only Optimus can get back in time," said Rattrap. He started to head back towards the entrance to the cavern as the bombs ticked down towards their detonation.

Outside the mountain, Optimus continued his game of cat and mouse with Terrorsaur. Dodging the missiles as fast as he could, Optimus kept his jets at their maximum strain. He attempted to fly under a rock, but Terrorsaur fired at the underside, causing rubble to fall on Optimus and slow his escape. Optimus was unable to continue, and turned to see Terrorsaur right behind him.

"You're mine now, Maximal!" cackled Terrorsaur. He fired three blasts of pure Energon radiation out of his optics at Optimus at close range. The blasts hit Optimus is his lower torso plate. Surging his systems, the Energon caused Optimus' rockets to give out. He fell out of the air and landed hard on the ledge below the edge of the canyon. Optimus struggled to get up with his damaged circuitry straining.

"_Energon surge,_" said Optimus' computer, "_Stasis lock imminent._"

"Have to…transform," groaned Optimus, "Or I'm finished. Beast mode!" Optimus quickly reverted to beast mode and stood, uneasily, to his feet. He turned to see Terrorsaur descending upon him.

Rattrap calmly approached the exit out to the ledge. Without notice, he was pounced upon by Tarantulas.

"Surprise vermin!" cackled Tarantulas. He pinned Rattrap to the ground, but Rattrap managed to get his feet underneath him and took off running. He ran underneath a small bridging of rock that was just small enough for him to fit under, but Tarantulas was smashed face first into the rocks, knocking him off of Rattrap's back.

"Sorry bug-bot, but I got no time to play with you," said Rattrap. Tarantulas recovered quickly and leapt in front of Rattrap, cutting off his retreat.

"I'm afraid I insist," said the spider. He attacked Rattrap getting into a brawl. Rattrap pummeled Tarantulas' underbelly. The spider smacked Rattrap with his pedipalps and front four legs.

Terrorsaur armed his plasma rifle and aimed at Optimus.

"Say goodbye, Optimus Primal. Optimus closed his optics, in preparation of the worst, but lucked out completely as Terrorsaur's supercharge wore off and became an Energon overload.

"_Energon drain. Stasis lock imminent,_" reported Terrorsaur's computer.

"No, no, not now!" he cried in panic. Leaping off of the ledge, he reverted to beast mode and headed back towards the top of the mountain.

"I'll be back for you as soon as I replenish my power!" threatened Terrorsaur. Optimus stood to his feet and looked towards the mountain.

"Got to…get to…Rattrap," he groaned as he began to walk into the mountain, "Not much time."

Tarantulas had Rattrap grasped in his legs as the two of them rolled down a hill. Rattrap kicked Tarantulas in his abdomen and flipped him over, pinning him to the ground. Tarantulas attempted to bite Rattrap with his fangs as the rat pummeled his soft underside. Using his legs to his advantage, Tarantulas flipped himself over and pinned Rattrap. The rat held Tarantulas' fangs away and kicked the spider into the cliff side. Tarantulas slid down the rocks and landed hard on his belly. Recovering quickly, Tarantulas stood up on his legs.

"You cannot win vermin!" shouted Tarantulas, "I am your superior!"

"Eh, stick it in your command module eight-eyes," said Rattrap. Tarantulas growled and charged Rattrap. The rat stood on his hind feet and threw a glob of mud, covering Tarantulas' eyes. The blinded spider ran past Rattrap and off the cliff ledge. He fell to a ledge down below bouncing off the side on the way down. Rattrap laughed at the incapacitated spider.

"That'll teach you to mess with the rat," he said. He looked overhead as he heard Terrorsaur's shriek.

"Oh man, looks like Optimus lost this round," he said, "That's means it's a long way down."

Terrorsaur turned into the canyon heading for the Energon crystals.

"I must replenish my power," he groaned. Before he landed, he noticed the two detonation charges that Rattrap had left on the crystals.

"Oh no!" he cried, "Demolition charges! They'll tear this mountain to pieces!" The charges counted down to their final warning blip and exploded. The crystals began to resonate loudly and shatter as they approached a critical charge. Terrorsaur shrieked in terror and flew out of the crater. Tarantulas had recovered from his fall and heard the crystals shrieking.

"Oh no!" he shouted. Attaching a web line to the cliff side, he dove off of the mountain descending into the trees below. Rattrap watched the two Predacons escape and started to worry.

"At least I'm goin' out with a bang," said Rattrap.

"The only place we're going is home," said Optimus as he climbed up the side of the cliff.

"Fearless Leader!" said Rattrap excitedly, "Hoo hoo! I thought you was scrapped!"

"Well we'll both be if we don't hurry," said Optimus, "On my back, hurry!" Rattrap climbed up onto Optimus' back.

"All right, make like a bird!" said Rattrap.

"Can't, the Energon blast would fry my circuits permanently!" said Optimus, "Just hang on tight!" Optimus began running towards the ledge with Rattrap clinging to his back.

"Oh man, oh man, oh man," said Rattrap as they neared the ledge, "Don't tell me you're gonna…JUMP!" Rattrap screamed as Optimus leapt off of the ledge, free falling towards the jungle below. The Energon finally reached its critical mass and exploded. The mountain shattered sending rocks flying in every direction. Optimus and Rattrap fell for miles.

"We're gonna die!" screamed Rattrap as they broke through the tree line. The descent suddenly stopped, and Rattrap ceased screaming.

"We're dead, right?" asked Rattrap. He looked down to see Optimus had grabbed a branch and stopped them from hitting the ground, though they were still over five meters off the ground.

"Not this time," said Optimus, "But my arms feel like refried rubber bands. Would you mind taking some weight off my back?" Rattrap climbed up on the branch and held himself up. Optimus pulled himself up by his elbows next to Rattrap and smiled.

"You do know... that was crazy," said Rattrap.

"Sometimes crazy works," said Optimus, "By the way, you did good up there!"

"Eh, you weren't so bad yourself," said Rattrap, "But, eh...don't tell anybody I said so!" Rattrap smiled at Optimus as they climbed down from the tree and headed home.

Terrorsaur flapped weakly back towards the Predacon base. His power was severely diminished, but he was able to stay airborne.

"Damn those Maximals! They destroyed my power!" he cursed, "But at least I got rid of Megatron!" Terrorsaur touched down on the entrance ramp to the base. Before he could enter, loud booming footsteps approached him from the dark. Megatron emerged from the _Darksyde _flanked by Waspinator and Scorponok.

"Well, well. Look who's _BACK_," said Megatron.

"Help…" was all Terrorsaur could squeak as the color drained from his body.

**The End**


	7. Fallen Comrades

_Author's note: I do not own Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**Fallen Comrades**

Morning came upon the planet of the Beast Wars. Beyond the atmosphere the Maximals' stasis pods still orbited the planet along with the debris from the space battle. One of the stasis pods collided with some debris and started to fall to the planet. It entered the atmosphere heading for the northern pole. Its descent was observed by a white tiger in the frozen wastelands. The tiger leapt to investigate the falling object from the sky.

Alarms began blaring in the Maximal base as the computer picked up the stasis pod. Rhinox hurried up to the main console and brought the display up on the main screen.

"Incoming stasis pod," he reported, "Orbit has decayed over the northern sector."

"Heads up 'bots!" warned Optimus, "Get ready to move!"

"Impact in five kliks, four, three, two, impact!" reported Rhinox.

Inside the Predacon base, Terrorsaur had been observing the pod's descent and reported it to Megatron.

"Impact! Coordinates are 6, 1, 7 by 8, 8, 5. 120 kilometers north!" reported Terrorsaur, "Shall we go after it?"

"No, not yet. The Maximals are sure to dispense their only flier to reach the pod first, yes," said Megatron, "Let us insure that he encounters, turbulence."

Cheetor leapt up onto the holo-table as Optimus armed himself for his journey.

"I gotta tell you Big Bot," said Cheetor, "It doesn't seem like such a hot move; splitting up."

"We've got no choice. We're talking about over 100 clicks over rough territory," said Optimus, "Megatron is sure to launch his own fliers! I have to get there first!" Before Optimus could get to the roof hatch controls, Dinobot stepped up in front of him.

"I am not normally an advocate of caution Optimus Primal," said Dinobot, "But I must register my concern. Megatron does not always behave as one might expect."

"He'll want to reach the pod first, same as us," said Optimus, "It's a race, pure and simple!" Optimus transformed and started the controls for the lift instead of the roof hatch.

"Nonetheless, you will do me the honor of permitting me to exit first," said Dinobot, "I have suspicions."

"All right," said Optimus, "But hurry!" Dinobot quickly transformed and stepped into the lift. Dinobot dropped the lift down, but stopped it before it could descend completely. He crouched down and observed the landscape around the base. He detected nothing, and started the lift back into the ship.

"My scanners detect no hostiles, but something feels amiss," reported Dinobot, "Permit me to lead a scouting patrol."

"There isn't time! One of my comrades is out there somewhere," argued Optimus, "And every second counts!"

"Your emotion chips are overriding your caution circuits," said Dinobot, "I insist on a scouting patrol."

"I am in command here!" said Optimus, "Now stand aside!" He shoved Dinobot into the lift and descended with both of them to the ground below.

"Prime jets, on!" shouted Optimus. He fired his rockets and ascended out from under the ship.

"Have a ground unit follow me as quickly as possible!" ordered Optimus, "We have to…" Before Optimus could finish his orders, a missile struck him in the side. A couple more shots came by before another hit Optimus.

"Ambush! As I suspected!" roared Dinobot. Another shot hit his rotary blade and knocked it from his hand, damaged. Waspinator and Terrorsaur ducked behind the boulder they were using as cover and laughed.

"Wazzpinator got him!" said Waspinator congratulating himself.

"Ha! Watch this!" said Terrorsaur, arming his shoulder cannons. He fired at Optimus knocking him to the ground and into stasis. Dinobot growled and fired his optic beams at a loose boulder on the cliff side. The blast loosened the boulder enough that it fell and crushed Waspinator flat.

"Yes!" cheered Dinobot. Terrorsaur quickly blasted the rock to pebbles and freed his friend. Waspinator's Energon dampers were damaged and he began to short out.

"Oh no, Wazzpinator in trouble!" he whined.

"We've done our job, let's get out of here!" said Terrorsaur. He grabbed Waspinator's hand and flew off back towards the Predacon base.

"Cowards! Come back and fight!" roared Dinobot. He fired his optic beams at the retreating Predacons until they were out of his range. He did not notice Cheetor drop to the ground and transform. He ran over to the damaged Optimus Primal.

"Big Bot! Oh man, can you hear me?" said Cheetor.

"Fear not Optimus Primal," said Dinobot as he approached them, "I shall be sure your funeral is a glorious one that befits a warrior who died in battle!" Optimus groaned and sat up.

"I'm afraid I'll have to miss it Dinobot," said Optimus as sparks began to crackle from his damaged torso, "I'm not scrap yet."

"Are you certain?" asked Dinobot anxiously, "It would be a noble passage."

"Would you knock it off?" growled Cheetor, "We gotta get you in the CR Chamber Big Bot."

"No, the stasis pod…" argued Optimus.

"We'll get it!" said Cheetor, "For now let's worry about you! Give me a hand here!" Dinobot growled and placed his sword back into his subspace and reached down for Optimus.

"All right," said Dinobot as he gripped Optimus and lifted him to his feet.

"So, Optimus Primal was not destroyed," said Megatron upon hearing Terrorsaur's report, "You disappoint me Terrorsaur, yes."

"But we knocked him half to scrap," said Terrorsaur, "No way he'll be flying anywhere!"

"Yes, we will beat them to the stasis pod eazzy!" said Waspinator.

"Yes, but they will still make an attempt," said Megatron, "Most definitely a land party, yes. Leaving only Optimus and possibly one other to guard the base." Waspinator and Terrorsaur snapped to attention as Megatron quickly became serious.

"Waspinator, Terrorsaur, you will proceed immediately to the location of the stasis pod," instructed Megatron, "Insure that the protoform robot inside is reprogrammed as a Predacon. Go!" Both fliers saluted and departed for the stasis pod.

"As for the rest of you, you shall not be idle, no," said Megatron, "For with the Maximal base almost unguarded, now is the perfect time to strike, yes. Follow me!"

With Optimus down, Rhinox, Rattrap and Cheetor ran towards the northern poles of the planet towards the stasis pod.

"I just don't think it's a slick plan," said Cheetor, "Leaving Optimus back at base."

"Yea, especially with ol' Chopperface as babysitter," said Rattrap.

"Had to do it, Dinobot's weapons were damaged in battle. He has to recuperate as much as Optimus, "And we need to run. If that pod was cracked in the crash, the protoform inside will be exposed to the planet's Energon fields."

The stasis pod came to rest near a large trench in the snow. Its red-hot passing had melted some of the snow away and let the pod rest against the frozen rock. The hatch on the pod opened as the protoform robot inside tried to let itself free. With no shielding, it immediately began to short out. Quickly, the robot slammed the door to its pod.

The three Maximals quickly ran through a blizzard towards a small natural bridge over a large canyon. It was the only way across the canyon for over 300 meters in both directions. Terrorsaur and Waspinator noticed the Maximals through the blizzard below heading towards the bridge.

"Say, look down there," said Terrorsaur, "Looks like we have some competition for the stasis pod Waspinator."

"Ooh hoo hoo, Wazzpinator not think so," buzzed Waspinator.

"Let's Terrorize!" squawked Terrorsaur, transforming in mid-air. Waspinator quickly followed suit and swooped down towards the Maximals. Rattrap was the first to notice the Predacons.

"Incoming!" he shouted. Rhinox came to a complete halt, flinging Rattrap off of his back into the snow. Terrorsaur and Waspinator started firing their weapons in a strafing run.

"Shred those lousy fliers!" shouted Rattrap. The three Maximals transformed and began to fire their weapons at the passing fliers. Waspinator and Terrorsaur were too fast, avoiding all of the Maximals' fire. Banking around, the Predacons returned fire. Rattrap and Cheetor ducked fire and rolled away. Cheetor's quasar cannon slipped from his grip and fell into the canyon.

"Ah slag," he cursed. The two fliers swooped back around and fired at the bridge.

"Oh no, no the bridge!" shouted Rattrap as the missiles exploded and caused the snowy bridge to collapse. Without his weapon, Cheetor was unable to try and ward them off. Laughing, Waspinator and Terrorsaur turned away from the Maximals and continued on their way to the stasis pod.

"That; was some cold slag," said Rhinox. Rattrap sighed and pressed the button on his comlink.

"Way to drop your gun kitty cat," snapped Rattrap.

"Hey shut up," said Cheetor, "It got slick from the snow."

"Knock it off," said Rhinox, "We've got bigger problems."

"Yea, besides, I carry a spare now," said Cheetor drawing his secondary quasar rifle, "Just call the base."

"Maximal base, this is Rattrap," he said.

The computer beeped as Rattrap's voice came through the comm.

"_Hello! You readin' me Chopperface! We got problems!_" came Rattrap's voice, slightly annoyed. Dinobot pressed the button opening his side of the comlink.

"Speak, vermin," said Dinobot.

"_The Preds scrapped the bridge. We're gonna have to take the scenic route,_" reported Rattrap, "_Not a snowball's chance in Hell of beatin' them now._"

"No excuses, you pathetic vermin!" growled Dinobot, "Keep moving! Dinobot, out."

"_Hey! You can just kiss my pink hairless…._" came Rattrap's response before Dinobot closed his end of the comlink and stepped back from the console. Dinobot tapped his chin and thought for a moment.

"Computer, activate and access Optimus Primal's core consciousness," said Dinobot.

"_Acknowledged,_" replied the computer. The CR Chamber began to blow blue as the lights in the bridge dimmed. A holographic display of Optimus in the CR Chamber appeared over the table.

"_Core consciousness activated,_" reported the computer.

"On screen," instructed Dinobot. The holographic display faded and an image of Optimus' beast mode face appeared before Dinobot.

"_Don't tell me, let me guess,_" said Optimus, "_Problems already?_"

"Indeed, the others have been inevitably delayed," reported Dinobot, "The Predacons will reach the pod first. Have you any thoughts?"

"_Is there any way we can contact the pod?_" asked Optimus.

"The Energon fields are too strong," answered Dinobot, "Our comlinks can barely reach our comrades in the field."

"_How about laser pulse?_"

"Impossible, we would need line of sight transmission,"

"_Isn't there anything we could bounce it off of? A mountain? Clouds? Anything?_" Dinobot pondered for a minute and turned towards the comm station.

"Perhaps there is,"

Megatron peeked out from behind a large stone pillar near the Maximal base.

"Ah, as I sumised, yes. The Maximal left on guard is our own traitorous turncoat," said Megatron, "We shall not waste this opportunity, no." Megatron waved his small arms signaling to Tarantulas and Scorponok to flank the base. Dinobot was atop the _Axalon_ adjusting a satellite dish, aiming it at the planet's secondary moon.

"Ah Dinobot, yes," said Megatron. Dinobot's optics widened as he heard Megatron's voice. Turning around, he quickly transformed. He roared in challenge.

"Oh no, no, no. Calmness please," said Megatron, "I came only to talk, yes. After all, you are alone and in command of the Maximal base. An excellent opportunity, is it not?" Megatron approached the base, stepping out of the shadows.

"After all, you were a Predacon once, become one again! Turn the base over to me and the Beast Wars will be over!" shouted Megatron, "We Predacons shall rule the galaxy and you shall be my second-in-command. What do you say?" Dinobot sat still for a moment, before finally coming to his decision. He chuckled to himself.

"Eat SLAG!" roared Dinobot. He blasted Megatron with his Cybertronic beams and knocked him back. Megatron groaned as he stood up.

"Vaporize him!" roared Megatron. Dinobot turned around to see Tarantulas and Scorponok behind him with their weapons ready. They both fired and knocked Dinobot off the top of the _Axalon _to the ground below. Dinobot groaned, unable to stand.

"Finish him!" ordered Megatron. Dinobot weakly lifted his head and saw the two Predacons peering over the edge at him. They fired, but Dinobot was able to roll out of the way of the missiles. The momentum from the blast knocked him back and into the lift struts.

"Auto-guns, on-line," groaned Dinobot weakly. On the top of the ship, the auto-guns activated, arming themselves and targeting the Predacons. Tarantulas and Scorponok turned to the auto-guns and paused. Curious to see how sensitive the weapons were, Tarantulas took a step. The clang of his metal foot on the roof of the ship drew the attention of the auto-guns. They quickly targeted Tarantulas and fired. The Predacon was blasted off of the top of the ship and into the rocks far from the base. Scorponok stood perfectly still. The auto-guns remained fixed on the spot that Tarantulas once occupied not moving. He began to shake nervously. Eventually his exoskeletal armor began to clatter as he shook more and more. His teeth began to chatter and his pincers began to twitch as he became even more nervous waiting for the guns. Finally the noise attracted the attention of the auto-guns. The guns blasted Scorponok off of the roof just as they did to Tarantulas. Scorponok landed in a heap near Tarantulas far from the base. With nothing in close proximity, all of the auto-gun emplacements targeted Megatron and began firing at him. Though the blasts weren't terribly damaging, he was unable to withstand them.

"Fall back, fall back!" he ordered. Obeying, the Predacons returned to beast mode and retreated. Retreating from the Axalon Megatron turned to his troops.

"Forget the Maximal base!" shouted Megatron, "Secure the pod!"

Dinobot weakly stepped out of the lift once it had ascended into the bridge.

"Optimus, laser ready," groaned the badly damaged Dinobot.

"Computer, uploading instructions now!" instructed Optimus. The satellite fired the laser pulse at the moon closest to the planet. The pulse bounced off the moon and ricocheted back to the planet. The laser pulse hit the stasis pod and instructed it on how to activate its DNA scanners. The white tiger had approached the stasis pod with interest but stepped back as the laser pulse hit the pod. The scanning probe extended from the stasis pod and activated its scanning beam, scanning the tiger.

The Maximals saw the laser pulse bounce off the moon towards the stasis pod.

"Whoa! What the hell was that?" asked Rattrap.

"Whatever it is, it's too little too late!" informed Cheetor, he optics turned red as he activated his binocular vision, "The Preds are gonna beat us to the pod!"

The white tiger was joined with another at the stasis pod. Together they growled each other inspecting each other for anything odd. They turned as the roared of the flying Predacons drew their attention from overhead.

"Oooh, Wazzpinator sees the pod! Only a few cycles away!" buzzed Waspinator, "Megatron will reward Wazzpinator!"

"Not if I get it first!" challenged Terrorsaur.

Megatron ran as fast as he could into the frozen tundra following the trail of the Maximals.

"To think that I could trust those fliers to reach the pod alone!" growled Megatron.

Optimus placed Dinobot into the CR Chamber as he prepared to depart from the _Axalon_.

"Don't worry Dinobot, we'll have you restored before you know it," said Optimus, "But for now, I've gotta fly." Dinobot nodded as the door to the CR Chamber closed. Optimus quickly transformed and readied the roof hatch.

"Computer, deactivate auto-guns and reactivate in thirty kliks," said Optimus.

"_Acknowledged,_" replied the computer. Optimus fired his boosters and rocketed away from the base towards the tundra.

The two white tigers observed the Predacons attempting to break into the stasis pod. Waspinator was attempting to open the stasis pod with his optic beams.

"Hold it right there!" warned Cheetor.

"Yeah, you're messin' with Maximal property you stinkin' Preds," said Rattrap.

"We've got a friend in there," said Rhinox, "And we won't let you turn him into a Predacon."

"You won't stop us Maximals," challenged Terrorsaur. Thunderous footsteps drew the attention of the Maximals and Predacons. Megatron appeared over the edge of the hill and landed near the pod.

"They certainly will not," growled Megatron as he transformed. The Maximals fixed their weapons on Megatron.

"The stasis pod is ours Maximals," said Megatron, "For I know your weaknesses." Megatron turned and fired his plasma cannon at the tigers standing on the edge of a small trench. The two tigers fell into the trench, unharmed but trapped. Smirking, Megatron armed his cannon and aimed at the tigers. They growled in challenge at their assailant. Megatron just laughed.

"Let them go," said Rhinox, "They're not part of this."

"That's right, just innocent creatures," said Megatron, "So surrender yourselves and this pod, or they shall be terminated." Reluctantly Cheetor, Rhinox and Rattrap lowered their weapons.

"You win, you depraved wad of stinkin' slag," said Rattrap.

"Cultivated as always, even in defeat," said Megatron, "Now witness my moment of triumph as I reprogram the protoform robot in the pod into a Predacon, yes." Megatron stepped up to the pod and nodded to Waspinator.

"Open it, now!" he ordered. Waspinator nodded and continued firing his optic lasers on the pod. Finally the pod opened with a hiss. Terrorsaur looked in a shrieked. The stasis pod was empty.

"What?" shouted Megatron, "It's empty. Where is the protoform Maximal?"

"Right here," answered a soft but strong voice. The Maximals and Predacons turned to the direction of the voice. The larger of the two white tigers had stepped out of the trench and approached the Predacons.

"Tigatron, Maximize!" he roared. The tiger transformed into its green armored robot mode, very similar to Cheetor's, only larger. He fired a blast from his quasar cannon and knocked Megatron back.

"All right!" cheered Rattrap.

"Let's do it!" shouted Cheetor. The Maximals opened fire on the Predacons now that the tigers were no longer in danger. Optimus approached from the air noticing the firefight. He armed his shoulder cannons and fired his own missiles. Megatron ducked back as the rockets exploded against the ground.

"Beast modes! Retreat, retreat!" ordered Megatron. Quickly reverting to beast mode, the three Predacons took off over the horizon back to their base. Not wasting a beat, Tigatron armed his wrist mounted rockets and fired. The rocket tracked Megatron as he ran over the hill. The rocket hit him on the far side out of sight, but his yell echoed through the wasteland.

"Damn it all!" he roared. Tigatron just smiled. He turned back to the Maximals as Optimus descended from the sky and returned to beast mode.

"Greetings, Tigatron? I'm Optimus Primal; Maximal Commander," said Optimus introducing himself, "You had us worried for a while. We didn't think you'd made it."

"I almost didn't. The crash damaged my memory circuits, I didn't know who I was, or which side I was on," answered Tigatron, "Until I saw you, willing to risk your lives to save us." "Well, we're just glad you pulled through, we could use another member of the Maximal force," said Optimus, "Our ship, or what's left of it, is south about 100 kliks."

"No, no, I'm sorry, but no," answered Tigatron, "I am still more tiger than Maximal. Until my identity circuits repair themselves I feel my place is here, with my kind." He gestured to the female tiger that was standing nearby, but careful not to get too close to the other Maximals.

"But you may count on my loyalty," said Tigatron.

"Sounds good to me," said Rhinox.

"Yea, we could use a scout up here," said Rattrap, "In case the Preds get up to something."

"Then it's settled, for now," said Optimus, "I have a feeling we'll meet again, and soon." Optimus saluted Tigatron and turned to join his friends on their way back to the base. Tigatron nodded to his new friends as they departed.

"Let the trails lead where they may," said Tigatron, "I will follow." He turned and joined the female tiger heading into the tundra.

**The End**

_Author's Note: The introduction of Tigatron. It's about time this story came around. I always felt he wasn't featured in the early episodes after his introduction. He will definitely be in some of the original stories. I hope you're enjoying. There is still more to come._


	8. Double Jeopardy

_Author's note: I do not own Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators. _

**Double Jeopardy**

Peacefully orbiting the planet, the stasis pods of the Maximal crew were spared the horrors of the war, for the time being. One stasis pod's orbit had started to decay until it was pulled into the atmosphere of the planet. It began to fall towards the northern part of the planet. The protoform Maximal inside was resting peacefully as the pod began its descent.

In the arctic tundra, Optimus Primal and Dinobot shivered against the cold. They had followed the signal, but had yet to locate the pod. They had entered a box canyon still trying to pinpoint the pod. Dinobot growled as the vapor from his breath appeared in the air.

"It's too cold," he complained, "My servo-fluids are two degrees from crystallization."

"Base camp, confirm our position," said Optimus pressing down on the button to his comlink, "Are we near the stasis pod?"

Inside the Maximal Base, Rattrap checked the scanners and opened his end of the comlink.

"Well, if it was a snake it'd bite'cha," said Rattrap, "Ya should be within a few feet of it."

Optimus turned and checked the terrain. He didn't see the stasis pod anywhere. Sighing, he looked up, and was surprised.

"We're within a few feet of it, horizontally," said Optimus, "Vertically is another story." The stasis pod sat precariously on the edge of a small cliff a little over five meters above the Maximals' heads. A cackle echoed over the cliff as Waspinator and Terrorsaur appeared.

"Some intrepid explorers have entered a box canyon," he taunted, "It's almost too good to be true."

"We were betrayed!" growled Dinobot. The sound of a missile firing drew Optimus and Dinobot's attention. The missile exploded nearby and showered them with snow.

"And we're surrounded!" shouted Optimus seeing Scorponok standing at the entrance to the canyon, "Maximize!"

"Let's get them!" said Terrorsaur as he and Waspinator transformed.

"Our strategic disadvantage is considerable!" growled Dinobot as he took pot shots at the fliers. Using his rotary blade, he deflected one of Scorponok's missiles.

"Work with it!" shouted Optimus over the gun fire and explosions. He fired two shots at Scorponok and a few random shots at the fliers. One of Scorponok's missiles hit Optimus in the back and knocked him down. Dinobot tried to cover Optimus with his optic beams, but was slow to clear his rotary blade and stop another missile. The missile hit the cliff side and started a small avalanche, burying the two Maximals in snow. Terrorsaur laughed in triumph.

"They're trapped!" he squawked, "The pod is my trophy!" Terrorsaur turned to claim the stasis pod, only to notice it was gone. He turned to see Waspinator already flying away carrying the stasis pod. With a loud yell, Optimus burst from the snow. He saw the Predacons trying to retreat with the pod.

"No, you won't get away with the pod!" he shouted. Firing his thrusters, he took off after Waspinator. Scorponok laughed as he targeted Optimus. Before he could fire, Dinobot burst from the snow, roaring in rage. He fired his optic beams catching Scorponok in the chest and blasting him back. Scorponok hit the ground in a smoldering wreck and fell off-line. Optimus flew up behind Waspinator, completely oblivious of Terrorsaur.

"That pod is Maximal property!" shouted Optimus. He aimed, but before he could fire, Terrorsaur blasted his rocket pack. Optimus fell to the ground screaming until he hit the snow.

"Which the Predacons will gladly steal!" said Terrorsaur mockingly. A loud roar was heard at the other side of the box canyon. Terrorsaur squawked as Tigatron appeared and transformed.

"You will not turn one of our comrades!" roared Tigatron as he opened fire on Terrorsaur. Terrorsaur quickly fired his shoulder cannons at the edge of the canyon. Tigatron dove out of the way, but was distracted long enough for Terrorsaur to escape.

"He who fights and runs away!" said Terrorsaur laughing, "Lives to fight another day!" He flew away covering Waspinator from Tigatron and Dinobot's fire. Scorponok had recovered and was retreating back to the Predacon base. Optimus growled and rolled over in the snow, putting out the fire on his back.

"Optimus are you all right?" asked Tigatron after making his way down the embankment into the canyon. Optimus groaned as he climbed to his feet. Dinobot stood at the edge of the canyon still shouting at the Predacons.

"Cowards! Face me!" he roared. Optimus sighed and turned to Tigatron.

"Let me guess," he said with a disappointed tone, "They got away with the pod." Tigatron turned away and lowered his head.

"I'm afraid so," he confirmed.

"Well that's just prime," said Optimus.

The Maximals gathered in the bridge of the _Axalon_ to discuss their loss. Tigatron had not joined them, deciding once again to stay in the wild. Optimus grunted and slammed his hands down on the holo-table.

"This makes three operations ambushed!" Optimus said.

"Sounds mighty suspicious," said Rhinox rubbing his chin.

"Like some damn rat's slippin' info," said Cheetor. Rattrap quickly spun around in the comm chair.

"Hey!" he shouted, slightly insulted.

"Speaking metaphorically that is," Cheetor added quickly. He raised his hand in a gesture of apology. Rattrap just smirked.

"It was Rattrap who led us into the box canyon," snarled Dinobot, "And nearly to oblivion."

"Hey! What are you tryin' ta say ya big lizard head?" argued Rattrap.

"That's ridiculous," said Rhinox slamming his fists down on the console.

"Rattrap wouldn't do that," protested Cheetor.

"Well I'm not so sure," interrupted Optimus. Cheetor and Rhinox widened their optics and dropped their jaws.

"What?" asked Rhinox.

"Rattrap, I want to have a word with you," said Optimus, "In private."

The scanning probe ejected out of the _Darksyde_ and extended its purple beam. It began to spin around and scan.

"Tarantulas, have you identified a suitable life form?" asked Megatron. Tarantulas chuckled as an image appeared on the screen.

"I have indeed," replied Tarantulas.

"Then begin scanning and replication," ordered Megatron. The scanning beam passed over a black widow spider eating her mate. Tarantulas snickered as he watched the act on the screen.

"Scanning, replication and programming complete," he reported, "The new Predacon form is everything we could desire!" He gestured to the stasis pod as a large black widow appeared. "Meet: Blackarachnia!" The black widow stepped forward in a sensual way, looked around at her new comrades and transformed.

"Blackarachnia, Terrorize!" she said as he transformed. The feminine Predacon posed in her new form, very similar to Tarantulas' but smaller and much more sleek. Unlike Tarantulas, her head was robotic instead of resembling her beast form. Tarantulas' mandibles clicked excitedly as he rubbed his claws together.

"Ooh, be still my spinnerets," he whispered to himself in lust.

"Tarantulas, I suspect an ulterior motive in your beast form selection," said Megatron. Blackarachnia began a martial arts kata as all of the Predacons observed, almost drooling.

"However I am sure that Miss Arachnia will make an excellent Predacon, yes," said Megatron. Spinning his chair around he looked at the stasis pod, "Thank you, Maximals, for the protoform gift."

"You don't really think Rattrap's hackin' with the Predacons do you?" asked Cheetor.

"Not a chance," replied Rhinox. Rattrap's snapped at Optimus as their discussion away from the others became a little more heated.

"Get scrapped Optimus!" he snapped poking Optimus in the chest plate, "If you think I'm knockin' wit da damn Preds you got a whole new program ta run ya oversized baboon!" Optimus shoved Rattrap back and stepped up to the holo-console.

"Maximals, Rattrap's loyalty to us has been brought into serious question," said Optimus.

"Oh come on Optimus," protested Rhinox, "He's no spy."

"The repeated ambush of Maximal operations suggest otherwise," replied Optimus, "Rattrap, I'm ordering you on a solo mission to search for Energon, in sector twelve." Rattrap's jaw dropped at the order.

"The lava pits? That's a death sentence Optimus," argued Cheetor, "Twelve's one big Energon storm!"

"And within weapon range of the Predacon ship," added Rhinox.

"Think of it as a test of loyalty," said Optimus looking down at Rattrap. Rattrap scoffed and waved his hands in dismissal of the others.

"Eh thanks for nothin', comrades," he spat, "I'm blowin' dis taco stand." Rattrap converted to beast and stepped into the lift. Giving the other Maximals one last glare, he descended and departed for his mission.

"I know you're hot about losing that pod," said Rhinox, "But do you really think?"

"This mission will answer that question," answered Optimus, "Once and for all."

Over two mega-cycles later, Rattrap waved his paws in front of his nose trying to ward away the smell of brimstone. The smell hung over the lava pits like an evil presence.

"Maximal Command, dis is Rattrap," he reported into his comm, "my recon mission has reported nuthin' but meltin' rock." Rattrap waved his paws in disgust again. "Are you happy yet?"

"_One more sweep Rattrap,_" replied Optimus over the comlink, "_then bring it in._"

The Predacons stood around the comm station listening in on the conversation.

"_Check sector 1.8 by 22-9,_" said Optimus through the comm.

"Ah the simple pleasures of code breaking," said Megatron. He smiled and turned to Terrorsaur. "Would you pay our Maximal friend a visit?" Terrorsaur nodded and transformed heading out to the lava pits.

Rattrap finished his last pass and opened his comm to the base.

"Nope, no activity here," reported Rattrap, "Energon or otherwise." He tossed a stone into the lava. He turned around and was tackled by Terrorsaur. Rolling back onto his feet, he flipped the comm switch and left the channel open.

"Scrap dat last report!" h shouted, "Engaging Terrorsaur!" Terrorsaur squawked and transformed firing his plasma blaster. Rattrap dodged the blasts and transformed, drew his rifle and returned fire.

"His comlink's still open," said Rhinox as the Maximals listened back at their base. He shoved Dinobot's shoulder. "I told you he was no Predacon clone." Dinobot just glared at Rhinox.

Rattrap kept firing his rifle trying to keep Terrorsaur at bay and prevent him from firing back. Terrorsaur just laughed as his optics began to glow purple.

"Your marksmanship is unimpressive!" he taunted firing his optic beams. Rattrap tumbled out of the way as the beams cracked the ground beneath his feet. He misjudged his roll and slammed into a rock. Terrorsaur's beams sliced through a rock pillar causing it to fall.

"Oh no!" shouted Rattrap. The rocks fell and knocked Rattrap's rifle from his hand. The distraction was enough for Terrorsaur to get close to Rattrap and pin him down.

"Prepare to be terminated Maximal," said Terrorsaur.

"Wait! I beg for mercy," said Rattrap holding his hand up trying to stop Terrorsaur.

"Mercy, at what price?" asked Terrorsaur.

"You name it," said Rattrap, "I got no links wit da Maximals anymore. I'm a free agent."

"Well, well, finally and Maximal with logic circuits," said Terrorsaur, "I will spare you in exchange for certain considerations."

"All right, what have I got to lose?" said Rattrap, "I'll do whatever you say. I'll even become a Predacon."

Rattrap's open comlink allowed the Maximals at the base to hear the entire conversation between him and Terrorsaur.

"Rattrap? No, it can't be!" protested Cheetor.

"Will you still defend your friend?" asked Dinobot, "Or will you finally see him for what he truly is?" Dinobot leaned closer to Rhinox. "A damned traitor."

"You're a fine one to talk!" Rhinox snapped back, "Rattrap wouldn't…" Rhinox stopped before he finished his sentence and sighed.

Rattrap waved his hand over his arm panel. The Maximal insignia morphed into a Predacon insignia. He lowered his head and converted to beast mode. Terrorsaur began laughing in triumph.

"This isn't possible!" said Rhinox, "Rattrap may not be the ideal soldier, but he would never become a Predacon!"

"Yea, he hates Predacons," said Cheetor. Dinobot turned and snarled at the younger Maximal. Cheetor pointed his finger at Dinobot. "You know it's true."

"Whether or not it's true is irrelevant," said Dinobot, "the treacherous mouse would stab us all in the back for a wedge of smelly cheese!" Dinobot slammed his fist on the holo-console. "We must strike now and retrieve the traitor."

"I still say it's impossible," Rhinox argued pointing at Dinobot.

"I agree with Rhinox," said Cheetor, "Rattrap always said "Better dead than Pred"." Dinobot snarled and grabbed Cheetor by his torso plate.

"Why you little…" he started to threaten before Rhinox slapped his arm and made him drop Cheetor.

"The evidence is right there!" snarled Dinobot, "believe what you will, but the truth is clear as day!"

"That's enough!" he growled, "What do you think Optimus?" Optimus stood quietly at the console.

"I think Rattrap has made is choice," said Optimus.

"But I don't…" protested Rhinox, but Optimus cut him off with a gesture. Rhinox lowered his head.

"Contact Tigatron and have him meet us at the Predacon base," said Optimus, "Traitor or not, we're going after Rattrap."

After returning to the _Darksyde_, Terrorsaur had called a gathering of the Predacons. He stood proudly on a hover-platform with Rattrap behind him in a cage.

"Hear me Predacons! I present you with that which will tip the balance of power in the battle with the Maximals!" Terrorsaur shouted across the ship's main hold, "I present you with my lieutenant: Rattrap!" From the cage Rattrap waved to the Predacons. "With the added power of Blackarachnia, personally retrieved by myself, and the loyalty of Rattrap who has sworn personal fealty to me, we will defeat the Maximals!" Rattrap nodded from the cage, drawing confused looks from the gathered Predacons. Megatron growled as Terrorsaur continued his speech.

"My gifts, however, do not come free!" he continued, "In return I shall become your leader!"

"You sniveling toady," growled Megatron, "This Maximal isn't your lieutenant, no." As Megatron spoke, he didn't notice the cage door swing open, or Rattrap hopping out behind him. "He must be a spy! He can't be trusted!" Megatron bared his teeth at Terrorsaur in preparation for an attack, but was blindsided by Rattrap. The current from the stun weapon shorted his circuits and left him semi-paralyzed on the hover-platform. Terrorsaur cackled watching Megatron twitch in pain.

"Shouldn't of turned your back Big Mouth," said Rattrap holding up a small device and jabbing Megatron a second time, "Now you'll find your servos scrapped."

"Transformation has been disabled as well," said Terrorsaur.

"Da better for you ta worship your new leader," said Rattrap, "And his lieutenant." Terrorsaur continued cackling and turned to the other Predacons.

"All Predacons will swear fealty to me!" commanded Terrorsaur.

"Not Scorponok!" argued the scorpion losing his coherence, "Scorponok loyal to Megatron!"

"Then you are an even bigger idiot than you look," said Blackarachnia.

"Direct as well as lovely," said Tarantulas rubbing his pedipalps together. Blackarachnia sighed in disgust and turned away. "But we should debate this in private, not in front of the Maximal."

"Very well," said Terrorsaur, "Remove him, and the deposed Megatron, to the lower chamber!" Rattrap calmly dropped the stun weapon and stepped back into the cage.

"What do you mean go after Rattrap?" asked Cheetor, "You mean rescue him?"

"Why?" Rhinox asked with a betrayed tone in his voice, "Let him go."

"He's too dangerous a weapon to fall into Predacon hands," said Optimus.

"Agreed, he should be neutralized and returned here to answer for his treachery," said Dinobot, "And to be brought to justice."

Inside the lower chamber of the _Darksyde_, Megatron and Rattrap sat in their adjacent cages.

"A Maximal traitor and a depraved Megatron, yes, we are an unlikely pair," said Megatron, "I will consider your fate after my restoration. Computer, process voice recognition command."

"_Megatron confirmed,_" replied the computer.

"Open cell, summon platform," said Megatron. The cell lock blipped and clicked open. Megatron pushed the door open and stepped out onto the newly arrived platform. "A wise tyrant always insures his prisons are designed for his personal escape." Turning the platform, he floated out of the chamber leaving Rattrap alone.

"And da wise Maximal traitor always makes sure he's carryin' a hand infiltration kit," said Rattrap to the departed Megatron once he was out of earshot. Rattrap quickly transformed and waved his hand over his forearm. The Predacon insignia morphed back into a Maximal insignia and popped open. Rattrap selected a small lock pick and leaned out of the cage. Expertly picking the lock, he pushed the door open and peeked out. The cages hung over the lava pit that had burned its way through the submerged portion of the Predacon ship. Rattrap looked around and saw a door on the other side of the chamber. Climbing up onto the top of the cage, he tip-toed to the edge. In a leap of faith, he jumped from the cage and barely caught the edge of the door. His hands slid down the bar, but he was able to climb back up and squeeze through into the corridor. Rubbing his forehead in relief, he drew his rifle and started down the hall. He came to a grate in the floor to the main chamber and saw the silhouettes of Scorponok and Terrorsaur.

"Scorponok will never follow you!" argued the scorpion, "Megatron is the true leader!"

"You fool, I am your leader now!" shouted Terrorsaur, "Obey me!" Scorponok scoffed and left the chamber. Terrorsaur growled and turned the other direction. Rattrap snickered at the Predacons and turned down another corridor. He stopped when he saw a shadow. He aimed his rifle in preparation, but lowered it when he saw it was just a rat. The rat stopped and acknowledged Rattrap with a curious look, but then continued on its way. The rat paused when it saw Terrorsaur's shadow and looked at Rattrap. Rattrap looked up at Terrorsaur then gave the rat an "ok" hand wave. The rat nodded and continued on its way.

Outside the perimeter of the Predacon base, the Maximals had gathered waiting for their right moment.

"Well, what are we waiting for?" asked Cheetor.

"Yes, we should attack now and draw out the traitor," said Dinobot.

"We attack on my command," said Optimus, "besides, Tigatron hasn't arrived yet and we're outnumbered now."

Rattrap stood against the wall as he continued to sneak through the corridors. He quickly realized he wasn't in the corridor anymore, but on a grated walkway above the communication console. He paused and ducked down. Waspinator was at the console.

"_Scanning for Maximal communications,_" said the computer, "_Scanning. No Maximal communications detected._" Nodding in acceptance, Waspinator closed down the console and flew out of the room. Sighing in relief, Rattrap holstered his rifle and dropped down to the floor. Checking to make sure he didn't attract any attention, he stepped up to the console and pulled the casing open. Inside the computer was a Maximal communications chip. Rattrap laughed and pulled the chip out of the computer.

"No wonder those dirty Preds knew what we was doin'," said Rattrap. He opened his arm panel and dropped the chip inside. Looking around he randomly chose and door and stepped through. On his way down the corridor, he stepped through an alarm laser. An electro-web appeared in his path and cut him off.

"_Unauthorized access to restricted area,_" warned the computer.

"What in the hell is this?" said Rattrap struggling against the web as the computer continued its warning. Extending a blade from his forearm, he cut himself free and started back towards the holding chamber.

In another part of the ship, Tarantulas had captured the small rat and was prepared to eat it. The alarm drew his attention. Tossing the rat away, he went to investigate. Tarantulas arrived to see the shredded web with nothing in it. Pausing to think for a moment, Tarantulas started his own path to the holding chamber.

Rattrap had managed to make the return leap to the cage and was climbing in when Tarantulas arrived.

"So…the juicy rat has been running his maze," said the spider, "But not for long! Tarantulas, Terrori…" Tarantulas began to transform, but before he was completely in robot mode, a blast from Rattrap's rifle caught him in his exposed circuits and blew him away. Rattrap smiled and blew the smoke from his rifle. He holstered his weapon and closed the door to the cell. The damaged Tarantulas twitched in the corridor before falling off-line.

"Time to join the party big ape," said Rattrap opening his comlink to the Maximals.

Optimus' communicator beeped as the warning came through.

"What's that?" asked Cheetor.

"A warning signal?" asked the newly arrived Tigatron.

"We attack now!" ordered Optimus, "All units, Maximize!" The Maximals quickly transformed and began firing their weapons at the Predacon ship.

The interior of the _Darksyde_ began to shake.

"What's going on?" demanded Terrorsaur.

"Maximal attack!" replied Waspinator, "Shieldzz damaged!"

"Why were we not warned by the code breaker?" asked Terrorsaur, "Where the hell is Tarantulas?"

"Code breaking deactivated!" reported Waspinator, "Tarantulas not responding!" Terrorsaur began to shout as the base shook harder. From the shadows, Megatron appeared on a hover-platform.

"Well leader…how shall we respond?" asked Megatron mocking Terrorsaur.

"Megatron, you…you will allow me to lead?" said Terrorsaur with a frightened and confused tone. Megatron chuckled to himself.

"A wise tyrant always allows an idiot to lead in a crisis," said Megatron. Terrorsaur fumbled over himself as he thought of a plan.

"Release my lieutenant and prepare to counter-attack!" instructed Terrorsaur nervously, "Predacons, Terrorize!"

The Maximals ducked behind boulders as the Predacons ran from the base for their counter-attack.

"We're outnumbered all right!" said Rhinox confirming Optimus' earlier suspicion.

"They've transformed the proto-Maximal!" said Optimus, "Keep fighting, we have a secret weapon!"

"What secret weapon?" asked Tigatron.

"You'll see!" answered Optimus over the gun fire. Optimus fired his jets and headed skyward. Rhinox emptied an entire clip from his chain gun into Waspinator taking the Predacon out of the battle.

"It's time to prove your loyalty to me!" shouted Terrorsaur to Rattrap, "shoot down Optimus Primal!" Reluctantly, Rattrap began to fire into the sky. His first few shots missed, but his last hit Optimus. The Maximal leader screamed as he fell out of the sky.

"Optimus is down!" shouted Tigatron.

"Rattrap! It is true!" growled Cheetor. He jumped out from his cover and ran towards the downed Optimus. Optimus had landed hard just a few feet from Blackarachnia and Scorponok. The new Predacon drew her rocket launcher and aimed at Optimus' head. Cheetor fired his quasar cannon and hit Blackarachnia's claw. She shrieked in pain as her weapon was blown from her grasp. Turning towards Cheetor, she began to calmly walk towards the charging young Maximal. Cheetor kept firing, catching Scorponok and knocking him away. Another burst hit the spider legs on Blackarachnia's right arm and blew them off. A final burst destroyed the legs on her left arm. Before Cheetor could get off another burst, Blackarachnia struck out with her foot and kicked Cheetor in his face. The solid kick knocked Cheetor to the ground, his circuits spinning. Blackarachnia leaned down into his face and clicked her claw.

"Another time," she threatened. Standing straight she walked away.

Dinobot managed to wade through the fire reaching Terrorsaur and Rattrap. Terrorsaur turned and almost dropped his pistol.

"Oh no," he squeaked. Dinobot grabbed him by the neck and head-butted him. He tossed Terrorsaur away and stepped up to Rattrap.

"I have awaited this meeting traitor," growled Dinobot, "Prepare to be terminated." Dinobot reared his fist back ready to punch Rattrap in the face. Before he could swing, Megatron grabbed Dinobot by his head in his dino-arm and lifted him up.

"Time for the final test Maximal," said Megatron, "Predacon hero, or Maximal spy?" Megatron held Dinobot just far enough away that Dinobot couldn't reach him. "Destroy the traitor Dinobot." Rattrap hesitantly held up his rifle and aimed at Dinobot's face. Dinobot leered at Rattrap as he cocked the rifle.

"He is my lieutenant!" interrupted Terrorsaur, "Destroy him, I command you!" Rattrap began to squeeze the trigger of his weapon, but quickly changed his target from Dinobot to Terrorsaur. The blast hit Terrorsaur in the chin and blew his head off of his shoulders. With the distraction, Dinobot kicked Megatron in his knee and managed to free his head. Turning around, he beat Megatron to the ground before stepping away.

"Now, get Rattrap out of there!" ordered Optimus. Rhinox quickly transformed to beast mode and charged. Scorponok and Waspinator were rammed out of the way as Rhinox reached Rattrap and Dinobot. Using his horn to flip Megatron out of the way, Rhinox collected Rattrap and ran from the battle.

"Mission accomplished!" shouted Optimus, "Back to base!" Gathering themselves, the Maximals transformed and retreated back to the _Axalon._ Megatron weakly stood to his feet and stepped up to the damaged Terrorsaur. The other damaged Predacons, including Tarantulas, approached Megatron. Blackarachnia, however, was missing from the group.

"Well now, which of you glorious victors would still follow this fool's lead?" asked Megatron. Looking to each other the three Predacons stepped away from Terrorsaur. Terrorsaur placed his head back atop his shoulders.

"Ah yes, as I calculated. And so ends the glorious reign of Terrorsaur," mocked Megatron grabbing Terrorsaur and shaking him, "A lost battle, a missing Blackarachnia, _AND WHO KNOWS WHAT DAMAGE_ caused by the Maximal spy!" Terrorsaur's head fell from his shoulders and landed with a thud on the ground.

"Oh, my achin' head," moaned Terrorsaur.

Once the Maximals had returned to the _Axalon_, Dinobot was quick to corner Rattrap in the bridge.

"Now, I will terminate the traitor myself!" growled Dinobot. He began to step up to Rattrap with his rotary blade drawn. Rattrap backed away holding his hands up to defend himself.

"No, allow me…" Optimus began, "to congratulate him on a job well done." The rest of the Maximals exchanged shocked and confused looks.

"Well done Rattrap," said Optimus shaking Rattrap's hand, "You have the chip?"

"Yea, it's a Maximal decoder," said Rattrap producing the chip, "They must've recovered it from some crash wreckage."

"No wonder they could listen in," said Cheetor, "They were using our own tech against us!"

"Certainly clever on their part," noted Tigatron.

"You mean his defection, his betrayal was all a set up?" asked Dinobot.

"Why didn't you tell us?" asked Rhinox.

"We had to keep it a secret, to keep his cover safe," said Optimus, "Face it, none of us are great actors."

"Even during the battle?" asked Tigatron.

"Until we got him out of there it was necessary for his safety," answered Optimus, "Although you didn't have to make it that believable." Rattrap shrugged.

"Hey, what can I say?" he said, "I was tryin' ta miss." Optimus smiled as Rattrap pointed and laughed. Finally settling down, the other Maximals joined in.

**The End**

_Author's Note: I felt that the episode didn't explain a lot of the Maximals actions so I added in quite a lot of extra dialogue. As any good novelization, it adds to the story without drawing away from it without a point. I also brought Tigatron in because I felt his exclusion was simply the writers forgetting he was around. I hope you enjoyed. Please R&R!_


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